Exhibit 4.2


 


EXECUTION VERSION







 



 BARCLAYS COMMERCIAL MORTGAGE SECURITIES
LLC,

as Depositor


KEYBANK NATIONAL ASSOCIATION,

as Master Servicer


ARGENTIC SERVICES COMPANY LP,

as Special Servicer


KEYBANK NATIONAL ASSOCIATION,

as Park West Village Special Servicer


COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION,

as Certificate Administrator


WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Trustee


and


PENTALPHA SURVEILLANCE LLC,

as Operating Advisor and as Asset Representations Reviewer


 


POOLING AND SERVICING AGREEMENT


Dated as of

September 1, 2022


BBCMS Mortgage Trust 2022-C17

Commercial Mortgage Pass-Through Certificates


Series 2022-C17










 



 




    	 	 



    


    


TABLE OF CONTENTS


Page




	Article I

                                                                                 

                                                                                DEFINITIONS

	Section 1.01	Defined Terms	7
	Section 1.02	Certain Calculations	144
	Article II

                                                                                                              

                                                                                CONVEYANCE OF MORTGAGE LOANS;

                                                                                ORIGINAL ISSUANCE OF CERTIFICATES

	Section 2.01   	Conveyance of Mortgage Loans and Trust Subordinate Companion Loan	145
	Section 2.02   	Acceptance by Trustee	153
	Section 2.03   	Representations, Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution of Mortgage Loans
and the Trust Subordinate Companion Loan for Defects in Mortgage Files and Breaches of Representations and Warranties	158
	Section 2.04   	Execution of Certificates; Issuance of Lower-Tier Regular Interests; Issuance of Trust Subordinate Companion Loan REMIC Regular Interests	175
	Article III

                                                                                 

                                                                                ADMINISTRATION AND

                                                                                SERVICING OF THE TRUST FUND

	Section 3.01   	The Master Servicer to Act as Master Servicer; Special Servicer to Act as Special Servicer; Administration of the Mortgage Loans, the
Serviced Companion Loans and REO Properties	176
	Section 3.02   	Collection of Mortgage Loan Payments	185
	Section 3.03   	Collection of Taxes, Assessments and Similar Items; Servicing Accounts	194
	Section 3.04   	The Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Trust Subordinate
Companion Loan REMIC Distribution Account, the Companion Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve
Account, the Park West Village Gain-On-Sale Reserve Account, the Threshold Event Cash Collateral Account and the Park West Village Excess
Collections Reserve Account	199
	Section 3.05   	Permitted Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution Account	207



    	 	-i-	 



    


    



	Section 3.06   	Investment of Funds in the Collection Account, the REO Account and the Loss of Value Reserve Fund	220
	Section 3.07   	Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage	222
	Section 3.08   	Enforcement of Due-on-Sale Clauses; Assumption Agreements	228
	Section 3.09   	Realization Upon Defaulted Loans and Companion Loans	234
	Section 3.10   	Trustee and Custodian to Cooperate; Release of Mortgage Files	237
	Section 3.11   	Servicing Compensation	239
	Section 3.12   	Inspections; Collection of Financial Statements	246
	Section 3.13   	Access to Certain Information	252
	Section 3.14   	Title to REO Property; REO Account	267
	Section 3.15   	Management of REO Property	269
	Section 3.16   	Sale of Defaulted Loans and REO Properties	271
	Section 3.17   	Additional Obligations of Master Servicer and Special Servicer	279
	Section 3.18   	Modifications, Waivers, Amendments and Consents	281
	Section 3.19   	Transfer of Servicing Between Master Servicer and Special Servicer; Recordkeeping; Asset Status Report	292
	Section 3.20   	Sub-Servicing Agreements	299
	Section 3.21   	Interest Reserve Account	303
	Section 3.22   	Directing Certificateholder and Operating Advisor Contact with Master Servicer and Special Servicer	304
	Section 3.23   	Controlling Class Certificateholders, Directing Certificateholder and Risk Retention Consultation Party; Certain Rights and Powers of
Directing Certificateholder and Risk Retention Consultation Party	304
	Section 3.24   	Intercreditor Agreements	309
	Section 3.25   	Rating Agency Confirmation	311
	Section 3.26   	The Operating Advisor	313
	Section 3.27   	Companion Paying Agent	322
	Section 3.28   	Companion Register	322
	Section 3.29   	Certain Matters Relating to the Non-Serviced Mortgage Loans	323
	Section 3.30   	Litigation Control	325
	Section 3.31   	Resignation Upon Prohibited Risk Retention Affiliation	329
	Section 3.32   	[Reserved]	330
	Section 3.33   	Delivery of Excluded Information to the Certificate Administrator	330
	Section 3.34   	Certain Matters with Respect to Joint Mortgage Loans	330
	Section 3.35   	Trust Subordinate Companion Loan	335
	Section 3.36   	Park West Village Loan-Specific Controlling Class Representative and Park West Village Directing Holder	336
	Section 3.37   	Park West Village Excess Collections Reserve Account	337
	Article IV

                                                                                                              

                                                                                DISTRIBUTIONS TO CERTIFICATEHOLDERS

	Section 4.01   	Distributions	338



    	 	-ii-	 



    


    



	Section 4.02   	Distribution Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney	351
	Section 4.03   	P&I Advances	357
	Section 4.04   	Allocation of Realized Losses	361
	Section 4.05   	Appraisal Reduction Amounts; Collateral Deficiency Amounts	362
	Section 4.06   	[Reserved]	369
	Section 4.07   	Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool	369
	Section 4.08   	Secure Data Room	372
	Article V

                                                                                 

                                                                                THE CERTIFICATES

	Section 5.01   	The Certificates	373
	Section 5.02   	Form and Registration	374
	Section 5.03   	Registration of Transfer and Exchange of Certificates	378
	Section 5.04   	Mutilated, Destroyed, Lost or Stolen Certificates	387
	Section 5.05   	Persons Deemed Owners	387
	Section 5.06   	Access to List of Certificateholders’ Names and Addresses; Special Notices	387
	Section 5.07   	Maintenance of Office or Agency	389
	Section 5.08   	Appointment of Certificate Administrator	389
	Section 5.09   	[Reserved]	389
	Section 5.10   	Voting Procedures	390
	Article VI

                                                                                                              

                                                                                THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, the

                                                                                Operating Advisor, THE ASSET REPRESENTATIONS REVIEWER, THE

                                                                                DIRECTING CERTIFICATEHOLDER and the risk retention consultation

                                                                                party

	Section 6.01   	Representations, Warranties and Covenants of the Master Servicer, Special Servicer, the Operating Advisor and the Asset Representations
Reviewer	391
	Section 6.02   	Liability of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer	397
	Section 6.03   	Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer or the Asset Representations
Reviewer	397
	Section 6.04   	Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer and Others	399
	Section 6.05   	Depositor, Master Servicer and Special Servicer Not to Resign	405



    	 	-iii-	 



    


    



	Section 6.06   	Rights of the Depositor in Respect of the Master Servicer and the Special Servicer	405
	Section 6.07   	The Master Servicer and the Special Servicer as Certificate Owner	406
	Section 6.08   	The Directing Certificateholder and the Risk Retention Consultation Party	406
	Section 6.09   	Knowledge of Computershare Trust Company, National Association	416
	Article VII

                                                                                                              

                                                                                SERVICER TERMINATION EVENTS

	Section 7.01   	Servicer Termination Events; Master Servicer and Special Servicer Termination	416
	Section 7.02   	Trustee to Act; Appointment of Successor	426
	Section 7.03   	Notification to Certificateholders	428
	Section 7.04   	Waiver of Servicer Termination Events	428
	Section 7.05   	Trustee as Maker of Advances	429
	Article VIII

                                                                                                              

                                                                                CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR

	Section 8.01   	Duties of the Trustee and the Certificate Administrator	430
	Section 8.02   	Certain Matters Affecting the Trustee and the Certificate Administrator	431
	Section 8.03   	Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans or Trust Subordinate Companion
Loan	433
	Section 8.04   	Trustee or Certificate Administrator May Own Certificates	434
	Section 8.05   	Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator	434
	Section 8.06   	Eligibility Requirements for Trustee and Certificate Administrator	435
	Section 8.07   	Resignation and Removal of the Trustee and Certificate Administrator	436
	Section 8.08   	Successor Trustee or Certificate Administrator	439
	Section 8.09   	Merger or Consolidation of Trustee or Certificate Administrator	440
	Section 8.10   	Appointment of Co-Trustee or Separate Trustee	440
	Section 8.11   	Appointment of Custodians	441
	Section 8.12   	Representations and Warranties of the Trustee	441
	Section 8.13   	Provision of Information to Certificate Administrator, Master Servicer and Special Servicer	442
	Section 8.14   	Representations and Warranties of the Certificate Administrator	443
	Section 8.15   	Compliance with the PATRIOT Act	444



    	 	-iv-	 



    


    



	Article IX

                                                                                 

                                                                                TERMINATION

	Section 9.01   	Termination upon Repurchase or Liquidation of All Mortgage Loans and the Trust Subordinate Companion Loan	444
	Section 9.02   	Additional Termination Requirements	448
	Article X

                                                                                 

                                                                                ADDITIONAL REMIC PROVISIONS

	Section 10.01   	REMIC Administration	449
	Section 10.02   	Use of Agents	453
	Section 10.03   	Depositor, Master Servicer and Special Servicer to Cooperate with Certificate Administrator	453
	Section 10.04   	Appointment of REMIC Administrators	454
	Article XI

                                                                                 

                                                                                EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE

	Section 11.01   	Intent of the Parties; Reasonableness	455
	Section 11.02   	Succession; Subcontractors	456
	Section 11.03   	Filing Obligations	458
	Section 11.04   	Form 10-D and Form ABS-EE Filings	459
	Section 11.05   	Form 10-K Filings	463
	Section 11.06   	Sarbanes-Oxley Certification	466
	Section 11.07   	Form 8-K Filings	468
	Section 11.08   	Form 15 Filing	470
	Section 11.09   	Annual Compliance Statements	470
	Section 11.10   	Annual Reports on Assessment of Compliance with Servicing Criteria	472
	Section 11.11   	Annual Independent Public Accountants’ Attestation Report	474
	Section 11.12   	Indemnification	475
	Section 11.13   	Amendments	478
	Section 11.14   	Regulation AB Notices	478
	Section 11.15   	Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans	478
	Section 11.16   	Certain Matters Regarding Significant Obligors	483
	Section 11.17   	Impact of Cure Period	483
	Article XII

                                                                                 

                                                                                THE ASSET REPRESENTATIONS REVIEWER

	Section 12.01   	Asset Review	484



    	 	-v-	 



    


    



	Section 12.02   	Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability	490
	Section 12.03   	Resignation of the Asset Representations Reviewer	492
	Section 12.04   	Restrictions of the Asset Representations Reviewer	492
	Section 12.05   	Termination of the Asset Representations Reviewer	493
	Article XIII

                                                                                 

                                                                                MISCELLANEOUS PROVISIONS

	Section 13.01   	Amendment	496
	Section 13.02   	Recordation of Agreement; Counterparts	501
	Section 13.03   	Limitation on Rights of Certificateholders	501
	Section 13.04   	Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	502
	Section 13.05   	Notices	503
	Section 13.06   	Severability of Provisions	510
	Section 13.07   	Grant of a Security Interest	511
	Section 13.08   	Successors and Assigns; Third Party Beneficiaries	511
	Section 13.09   	Article and Section Headings	512
	Section 13.10   	Notices to the Rating Agencies	512
	Section 13.11   	Recognition of U.S. Special Resolution Regimes	513
	Section 13.12   	Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings	514
	Section 13.13   	Cooperation with the Mortgage Loan Sellers with Respect to Rights Under the Loan Agreements	514


 




    	 	-vi-	 



    


    

EXHIBITS


	Exhibit A-1	Form of Class A-1 Certificate
	Exhibit A-2	Form of Class A-2 Certificate
	Exhibit A-3	Form of Class A-3 Certificate
	Exhibit A-4	Form of Class A-4 Certificate
	Exhibit A-5	Form of Class A-5 Certificate
	Exhibit A-6	Form of Class A-SB Certificate
	Exhibit A-7	Form of Class X-A Certificate
	Exhibit A-8	Form of Class X-B Certificate
	Exhibit A-9	Form of Class A-S Certificate
	Exhibit A-10	Form of Class B Certificate
	Exhibit A-11	Form of Class C Certificate
	Exhibit A-12	Form of Class X-D Certificate 
	Exhibit A-13	Form of Class X-F Certificate
	Exhibit A-14	Form of Class D Certificate
	Exhibit A-15	Form of Class E Certificate
	Exhibit A-16	Form of Class F Certificate
	Exhibit A-17	Form of Class G-RR Certificate
	Exhibit A-18	Form of Class H-RR Certificate
	Exhibit A-19	Form of Class PWV-A Certificate
	Exhibit A-20	Form of Class PWV-B Certificate
	Exhibit A-21	Form of Class PWV-RR Certificate
	Exhibit A-22	Form of Class R Certificate
	Exhibit B	Mortgage Loan Schedule
	Exhibit C	Form of Investment Representation Letter
	Exhibit D-1	Form of Transferee Affidavit
	Exhibit D-2	Form of Transferor Letter
	Exhibit D-3	Form of Transferee Certificate for Transfers of Class PWV-RR Certificates
	Exhibit D-4	Form of Transferor Certificate for Transfers of Class PWV-RR Certificates
	Exhibit D-5	Form of Request of Sponsor Consent for Release of the Class PWV-RR Certificates
	Exhibit E	Form of Request for Release
	Exhibit F-1	Form of ERISA Representation Letter Regarding ERISA Restricted Certificates
	Exhibit F-2	Form of ERISA Representation Letter Regarding Class R Certificates
	Exhibit G	Form of Distribution Date Statement
	Exhibit H	Form of Omnibus Assignment
	Exhibit I	Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period
	Exhibit J	Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period
	Exhibit K	Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period








    	 	-vii-	 



    


    

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




    	 	-viii-	 



    


    

	Exhibit Z-6	Form of Certification to be Provided to Depositor by Custodian
	Exhibit Z-7	Form of Certification to be Provided to Depositor by Asset Representations Reviewer
	Exhibit AA	Servicing Criteria to be Addressed in Assessment of Compliance
	Exhibit BB	Additional Form 10-D Disclosure
	Exhibit CC	Additional Form 10-K Disclosure
	Exhibit DD	Form 8-K Disclosure Information
	Exhibit EE	Additional Disclosure Notification
	Exhibit FF	Initial Sub-Servicers
	Exhibit GG	Servicing Function Participants
	Exhibit HH	Form of Annual Compliance Statement
	Exhibit II	Form of Report on Assessment of Compliance with Servicing Criteria
	Exhibit JJ	CREFC® Payment Information
	Exhibit KK	Form of Notice of Additional Indebtedness Notification
	Exhibit LL	[Reserved]
	Exhibit MM	Additional Disclosure Notification (Accounts)
	Exhibit NN	Form of Notice of Purchase of [Controlling Class Certificate][ Park West Village Loan-Specific Controlling Class Certificate]
	Exhibit OO	Form of Asset Review Report
	Exhibit PP	Form of Asset Review Report Summary
	Exhibit QQ	Asset Review Procedures
	Exhibit RR	Form of Certification to Certificate Administrator Requesting Access to Secure Data Room
	Exhibit SS	Form of Notice of [Additional Delinquent Loan][Cessation of Delinquent Loan][Cessation of Asset Review Trigger]
	Exhibit TT	Form of Certificate Administrator Receipt of the Class PWV-RR Certificates



SCHEDULES


	Schedule 1	Mortgage Loans With Additional Debt
	Schedule 2	Class A-SB Planned Principal Balance Schedule
	Schedule 3	Mortgage Loans With “Performance”, “Earn-Out” or “Holdback” Escrows or Reserves



 




    	 	-ix-	 



    


    

This Pooling and Servicing
Agreement is dated and effective as of September 1, 2022, between Barclays Commercial Mortgage Securities LLC, as Depositor, KeyBank National
Association, as Master Servicer, Argentic Services Company LP, as Special Servicer, KeyBank National Association, as Park West Village
Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer.


PRELIMINARY STATEMENT:


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


The Depositor intends to
sell the Certificates to the Underwriters and the Initial Purchasers and the Loan-Specific Initial Purchasers.


TRUST SUBORDINATE COMPANION LOAN REMIC


The Trust Subordinate Companion
Loan REMIC will hold the Trust Subordinate Companion Loan and the proceeds of such Trust Subordinate Companion Loan, together with its
allocable share of any related property acquired by foreclosure or deed-in-lieu of foreclosure and will issue the Class LPWVA, Class LPWVB
and Class LPWVRR Uncertificated Interests as the “regular interests” in the Trust Subordinate Companion Loan REMIC (the “Trust
Subordinate Companion Loan REMIC Regular Interests”) and the uncertificated Class PWV-R Interest, which is the sole class of
“residual interests” in the Trust Subordinate Companion Loan REMIC and is represented by the Class R Certificates. Any Park
West Village Available Funds remaining in the Trust Subordinate Companion Loan REMIC Distribution Account after all required distributions
under this Agreement have been made to the Loan-Specific Certificates will be deemed distributed to the Class PWV-R Interest and shall
be payable to the Holders of the Class R Certificates.




    	 	-1-	 



    


    

The Holders of the Loan-Specific
Certificates shall only be entitled to receive distributions in respect of, and shall only incur losses with respect to, the Trust Subordinate
Companion Loan. No Class of Certificates other than the Loan-Specific Certificates and the Class R Certificates shall otherwise have an
interest in the Trust Subordinate Companion Loan. The following table sets forth the Original Lower-Tier Principal Amounts and per annum
rates of interest for the Trust Subordinate Companion Loan REMIC Regular Interests and the Class PWV-R Interest:


	
    Class
    Designation
	
    Pass-Through
    Rate
	
    Original
    Lower-Tier

    Principal Amount

	Class LPWVA	(1)	$	27,300,000	 
	Class LPWVB	(1)	$	31,100,000	 
	Class LPWVRR	(1)	$	8,100,000	 
	Class PWV-R	(1)	$	(2)	 






 



		(1)	The pass-through rate for each Class of Trust Subordinate Companion Loan REMIC Regular Interests on any
Distribution Date will be the Park West Village Weighted Average Net Mortgage Rate for such Distribution Date.



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



LOWER-TIER REMIC


The Lower-Tier REMIC
will hold the Mortgage Loans and will issue the Class LA1, Class LA2, Class LA3, Class LA4, Class LA5, Class LASB, Class LAS,
Class LB, Class LC, Class LD, Class LE, Class LF, Class LGRR and Class LHRR Uncertificated Interests (the
“Lower-Tier Regular Interests”), which will evidence the “regular interests” in the Lower-Tier REMIC
created hereunder. The Lower-Tier REMIC will also issue the uncertificated Class LR Interest, which is the sole class of “residual
interests” in the Lower-Tier REMIC and is represented by the Class R Certificates.




    	 	-2-	 



    


    

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


	
    Class Designation
	
    Interest
    Rate
	
    Original
    Lower-Tier

    Principal Amount

	Class LA1	(1)	$	9,177,000	 
	Class LA2	(1)	$	68,038,000	 
	Class LA3	(1)	$	27,121,000	 
	Class LA4	(1)	$	196,458,000	 
	Class LA5	(1)	$	314,842,000	 
	Class LASB	(1)	$	17,866,000	 
	Class LAS	(1)	$	85,975,000	 
	Class LB	(1)	$	46,381,000	 
	Class LC	(1)	$	37,332,000	 
	Class LD	(1)	$	16,969,000	 
	Class LE	(1)	$	23,756,000	 
	Class LF	(1)	$	20,362,000	 
	Class LGRR	(1)	$	9,050,000	 
	Class LHRR	(1)	$	31,676,063	 
	Class LR	None(2)	None(2)


 



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



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



UPPER-TIER REMIC


The Upper-Tier REMIC
will hold the Lower-Tier Regular Interests and the Trust Subordinate Companion Loan REMIC Regular Interests and will issue (i) the Class A-1,
Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class B, Class C,
Class X-D, Class X-F, Class D, Class E, Class F, Class G-RR and Class H-RR Certificates and (ii) the Class PWV-A,
Class PWV-B and Class PWV-RR Certificates, each of which represents a class of “regular interests” in the Upper-Tier REMIC
created hereunder. The Upper-Tier REMIC shall also issue the uncertificated Class UR Interest, which is the sole class of “residual
interests” in the Upper-Tier REMIC for purposes of the REMIC Provisions and is represented by the Class R Certificates.
The Class UR Interest will not have a Certificate Balance or Notional Amount, will not bear interest and will not be entitled to distributions
of Prepayment Premiums or Yield Maintenance Charges. Any Available Funds remaining in the Upper-Tier REMIC Distribution Account after
all required distributions under this Agreement have been made to each Class of Regular Certificates will be deemed distributed to the
Class UR Interest and shall be payable to the Holders of the Class R Certificates.




    	 	-3-	 



    


    

THE CERTIFICATES


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


	
    Corresponding
    Certificates
	
    Initial
    Pass-

Through Rate
	
    Original Certificate
    Balance or Notional Amount

	Class A-1 Certificates	4.285000%	 	$	9,177,000	 
	Class A-2 Certificates	4.644000%	 	$	68,038,000	 
	Class A-3 Certificates	4.618000%	 	$	27,121,000	 
	Class A-4 Certificates	4.174000%	 	$	196,458,000	 
	Class A-5 Certificates	4.441000%	 	$	314,842,000	 
	Class A-SB Certificates	4.543000%	 	$	17,866,000	 
	Class X-A Certificates	1.151753%	(1)	$	633,502,000	(2)
	Class X-B Certificates	0.485980%	(1)	$	169,688,000	(2)
	Class X-D Certificates	3.039949%	(1)	$	40,725,000	(2)
	Class X-F Certificates	3.039949%	(1)	$	20,362,000	(2)
	Class A-S Certificates	4.971000%	 	$	85,975,000	 
	Class B Certificates	4.889000%	 	$	46,381,000	 
	Class C Certificates	5.450000%	 	$	37,332,000	 
	Class D Certificates	2.500000%	 	$	16,969,000	 
	Class E Certificates	2.500000%	 	$	23,756,000	 
	Class F Certificates	2.500000%	 	$	20,362,000	 
	Class G-RR Certificates	5.539949%	 	$	9,050,000	 
	Class H-RR Certificates	5.539949%	 	$	31,676,063	 
	Class PWV-A Certificates	4.636690%	 	$	27,300,000	 
	Class PWV-B Certificates	4.636690%	 	$	31,100,000	 
	Class PWV-RR Certificates	4.636690%	 	$	8,100,000	 
	Class R Certificates	None(3)	N/A


 



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



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



		(3)	The Class R Certificates will not have a Certificate Balance or a Notional Amount, and will not bear
interest or be entitled to distributions of Prepayment Premiums or Yield Maintenance Charges. Any Available Funds remaining in the Upper-Tier
REMIC Distribution Account after all required distributions under this Agreement have been made to each Class of Regular Certificates
will be deemed distributed to the Class UR Interest and shall be payable to the Holders of the Class R Certificates.





    	 	-4-	 



    


    

As of the close of business
on the Cut-off Date, the Mortgage Loans had an aggregate principal balance, after application of all payments of principal due on
or before such date, whether or not received, equal to $905,003,064. As of the close of business on the Cut-off Date, the Trust Subordinate
Companion Loan had an aggregate principal balance, after application of all payments of principal due on or before such date, whether
or not received, equal to $66,500,000.


WHOLE LOANS


The Trust includes several
Mortgage Loans each of which is part of a whole loan structure secured by the same Mortgaged Property. The Whole Loans relating to the
Trust are the whole loans secured by the Mortgaged Properties identified in the following table. The table also lists, for each Whole
Loan, the type of the Whole Loan, the Non-Serviced PSA (if any), and the type of Companion Loan(s).


	Whole Loan	Type	Non-Serviced

 PSA	Companion

 Loan Name	Companion

 Loan Type
	Park West Village	Serviced	N/A	
    Note A-2

    Note A-3

    Note A-4

    Note A-5

    Note A-6

    Note A-7

    Note A-8

    Note A-9

    Note A-10

    Note B-A

    Note B-B
	
    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Subordinate

    Subordinate

	A&R Hospitality Portfolio	Serviced	N/A	
    Note A-2

    Note A-3(B)
	
    Pari Passu

    Pari Passu

	Hamilton Portfolio	Serviced	N/A	
    Note A-2

    Note A-4
	
    Pari Passu

    Pari Passu

	Autokiniton Industrial Portfolio	Serviced	N/A	Note A-2	Pari Passu
	3075 Olcott	Non-Serviced	BMO 2022-C2	
    Note A-1

    Note A-2

    Note A-3

    Note A-4

    Note A-5

    Note A-6

    Note A-9
	
    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu





    	 	-5-	 



    


    

 


	Whole Loan	Type	Non-Serviced 

PSA	Companion 

Loan Name	Companion 

Loan Type
	Bell Works	Non-Serviced	Benchmark 2022-B35	
    Note A-1

    Note A-2-1

    Note A-2-2

    Note A-3-1

    Note A-3-2

    Note A-4

    Note A-5

    Note A-8

    Note A-9

    Note A-10

    Note A-11
	
    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

	KB Portfolio	Non-Serviced	BMO 2022-C2	
    Note A-1

    Note A-3
	
    Pari Passu

    Pari Passu

	Saks Fulfillment Center	Servicing Shift	N/A	
    Note A-1

    Note A-3

    Note A-4
	
    Pari Passu

    Pari Passu

    Pari Passu

	Crossgates Commons	Serviced	N/A	
    Note A-2

    Note A-4
	
    Pari Passu

    Pari Passu

	Yorkshire & Lexington Towers	Non-Serviced	
    CGCMT 2022-GC48

     
	
    Note A-1

    Note A-2

    Note A-3

    Note A-4

    Note A-5

    Note A-6

    Note A-7

    Note A-8

    Note A-9

    Note A-11

    Note A-12

    Note A-13

    Note A-14

    Note A-15

    Note A-16

    Note A-17

    Note A-18

    Note B-1

    Note B-2
	
    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Passu

    Pari Pass

    Pari Passu

    Subordinate

    Subordinate

	39 Broadway	Non-Serviced	Benchmark 2022-B36	Note A-1	Pari Passu




    	 	-6-	 



    


    

 


	Whole Loan	Type	Non-Serviced PSA	Companion 

Loan Name	Companion 

Loan Type
	3455 Veterans Memorial Highway	Serviced	N/A	Note A-2	Pari Passu
	The Shoppes at Eagle Point	Non-Serviced	BBCMS 2022-C16	Note A-1	Pari Passu


Each of the Whole Loans listed
above consists of the corresponding Mortgage Loan and Companion Loan(s) listed next to such Whole Loan. With respect to any Whole Loan,
each of the Mortgage Loan and the Pari Passu Companion Loan(s) are pari passu with each other to the extent provided in the related
Intercreditor Agreement, and any AB Subordinate Companion Loan(s) is generally subordinate to the related Mortgage Loan and any Pari Passu
Companion Loan(s) to the extent provided in the related Intercreditor Agreement, and with respect to the Park West Village Whole Loan,
Park West Village Note B-B is subordinate to the Trust Subordinate Companion Loan in right of payment to the extent provided under the
related Intercreditor Agreement. Each Serviced Whole Loan will be serviced and administered in accordance with this Agreement and the
related Intercreditor Agreement. Each Non-Serviced Whole Loan will be serviced and administered in accordance with the related Non-Serviced
PSA and the related Intercreditor Agreement.


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


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


Article I



DEFINITIONS


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


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


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


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


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




    	 	-7-	 



    


    

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


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


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


“AB Intercreditor
Agreement”: Any Intercreditor Agreement by and among the holder of an AB Subordinate Companion Loan, the holder of the related
Mortgage Loan and any holders of any related Pari Passu Companion Loans, relating to the relative rights of such holders of the related
AB Whole Loan, as the same may be amended in accordance with the terms thereof.


“AB Modified Loan”:
Any Corrected Loan (1) that became a Corrected Loan (which includes for purposes of this definition any Non-Serviced Mortgage Loan that
became a “corrected loan” (or any term substantially similar thereto) pursuant to the related Non-Serviced PSA) due to a modification
thereto that resulted in the creation of an A/B note structure (or similar structure) and as to which the new junior note(s) did not previously
exist or the principal amount of the new junior note(s) was previously part of either an A note held by the Trust or the original unmodified
Mortgage Loan, Trust Subordinate Companion Loan or, with respect to the Park West Village Whole Loan, Note B-B, and (2) as to which an
Appraisal Reduction Amount is not in effect.


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


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


“AB Subordinate
Companion Loan” or “Subordinate Companion Loan”: With respect to any AB Whole Loan, the related Trust Subordinate
Companion Loan and the related companion loan evidenced by the related promissory note made by the related Mortgagor and secured by the
Mortgage on the related AB Mortgaged Property, which is not included in the Trust and which is subordinate in right of payment to the
related AB Mortgage Loan to the extent set forth in the related Mortgage Loan documents and as provided in the related Intercreditor Agreement.
The AB Subordinate Companion Loans, if any, are the companion loans associated with the promissory notes in the table under the heading
“Whole Loans” in the Preliminary Statement hereto as having a “Companion Loan Type” of “Subordinate”.
For the avoidance of doubt, the Park West Village Subordinate Companion Loans (including the Trust Subordinate Companion Loan) and the
Yorkshire & Lexington Towers Subordinate Companion Loans are the only AB Subordinate Companion Loans related to the Trust as of the
Closing Date.


“AB Whole Loan”:
A Whole Loan that consists of a Mortgage Loan and a related AB Subordinate Companion Loan and may include one or more Pari Passu Companion
Loans. The AB Whole Loans related to the Trust as of the Closing Date are the Whole Loans described




    	 	-8-	 



    


    

in the table under the heading “Whole
Loans” in the Preliminary Statement hereto as having a “Companion Loan Type” of “Pari Passu and Subordinate”
or “Subordinate”. For the avoidance of doubt, the Park West Village Whole Loan and the Yorkshire & Lexington Towers Whole
Loan are the only AB Whole Loans related to the Trust as of the Closing Date.


“AB Whole Loan Controlling
Holder”: With respect to an AB Whole Loan, the “Controlling Noteholder”, “Directing Lender” or similarly
defined party identified in the related AB Intercreditor Agreement. With respect to the Park West Village Whole Loan, Park West Village
Grand Avenue Partners, LLC is the related AB Whole Loan Controlling Holder as of the Cut-off Date. With respect to the Yorkshire &
Lexington Towers Whole Loan, FS CREIT Investments HRR, LLC is the related AB Whole Loan Controlling Holder as of the Cut-off Date.


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


“Acceptable Insurance
Default”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan, a default
under the related Mortgage Loan documents arising by reason of (i) any failure on the part of the related Mortgagor to maintain with
respect to the related Mortgaged Property specific insurance coverage with respect to, or an all-risk casualty insurance policy that
does not specifically exclude, terrorist or similar acts, and/or (ii) any failure on the part of the related Mortgagor to maintain
with respect to the related Mortgaged Property insurance coverage with respect to damages or casualties caused by terrorist or similar
acts upon terms not materially less favorable than those in place as of the Closing Date, in each case as to which default the Master
Servicer and the Special Servicer may forbear taking any enforcement action, provided that the Special Servicer has determined,
in its reasonable judgment, based on inquiry consistent with the Servicing Standard (unless a Control Termination Event has occurred and
is continuing (or other than with respect to any Excluded Loan), (i) with the consent of the Directing Certificateholder (and after a
Control Termination Event has occurred, but prior to the occurrence of a Consultation Termination Event (or other than with respect to
any Excluded Loan), after consultation with the Directing Certificateholder as provided in Section 6.08)) and (ii) with respect
to a Specially Serviced Loan, after non-binding consultation with the Risk Retention Consultation Party pursuant to Section 6.08
(or, with respect to a Serviced AB Whole Loan, and prior to any related AB Control Appraisal Period, with the consent of the related AB
Whole Loan Controlling Holder to the extent required under the related Intercreditor Agreement), that either (a) such insurance is
not available at commercially reasonable rates and that such hazards are not at the time commonly insured against for properties similar
to the related Mortgaged Property and located in or around the region in which such related Mortgaged Property is located, or (b) such
insurance is not available at any rate; provided, however, that the Directing Certificateholder and the Risk Retention Consultation
Party (if it has the right to consult pursuant to Section 6.08) (or, with respect to a Serviced AB Whole Loan, the related
AB Whole Loan Controlling Holder prior to any AB Control Appraisal Period to the extent required under the related Intercreditor Agreement)
will not have more than thirty (30) days to respond to the Special Servicer’s request for such consent or consultation; provided,
further, that upon the Special Servicer’s determination, consistent with the Servicing Standard, that exigent circumstances
do not allow the Special Servicer to consult with the Directing Certificateholder,




    	 	-9-	 



    


    

the Risk Retention Consultation Party or any
applicable AB Whole Loan Controlling Holder, as applicable, the Special Servicer is not required to do so. Each of the Master Servicer
(if the Master Servicer and the Special Servicer mutually agree that the Master Servicer shall make the determinations described above)
and the Special Servicer (at the expense of the Trust Fund) shall be entitled to rely on insurance consultants in making the determinations
described above.


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


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


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


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


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


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


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


“Additional Repurchase
Obligor”: With respect to each Mortgage Loan Purchase Agreement, any Person (other than the related Mortgage Loan Seller) that
is required under such Mortgage Loan Purchase Agreement to perform the obligations of the related Mortgage Loan Seller described in Section 2.03(b),
in each case, to the extent set forth in such Mortgage Loan Purchase Agreement.


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


“Administrative
Cost Rate”: As of any date of determination and with respect to each Mortgage Loan and the Trust Subordinate Companion Loan,
a per annum rate equal to the sum of the Servicing Fee Rate, the Certificate Administrator Fee Rate (which fee rate accounts for
the Trustee Fee), the Operating Advisor Fee Rate, the Asset Representations Reviewer Fee Rate (other than with respect to the Trust Subordinate
Companion Loan) and the CREFC®




    	 	-10-	 



    


    

Intellectual Property Royalty License Fee Rate
and, in the case of each Non-Serviced Mortgage Loan, the related Non-Serviced Primary Servicing Fee Rate.


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


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


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


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


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


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


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


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


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


“Applicable Laws”:
As defined in Section 8.15.


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


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




    	 	-11-	 



    


    

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


“Appraisal Reduction
Amount”: For any Distribution Date and for any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or any Serviced Whole
Loan as to which any Appraisal Reduction Event has occurred, will be an amount, calculated by the Special Servicer (and, prior to the
occurrence and continuance of a Consultation Termination Event) in consultation with the Directing Certificateholder (except in the case
of an Excluded Loan with respect to the Directing Certificateholder) and, after the occurrence and during the continuance of a Control
Termination Event, in consultation with the Directing Certificateholder (except with respect to an Excluded Loan) and the Operating Advisor
and, after the occurrence and during the continuance of a Consultation Termination Event, in consultation with the Operating Advisor,
as of the first Determination Date that is at least ten (10) Business Days following the date on which the Special Servicer receives the
related Appraisal or conducts a valuation described herein, equal to the excess of (a) the Stated Principal Balance of that Mortgage Loan
or the Stated Principal Balance of the applicable Serviced Whole Loan over (b) the excess of (i) the sum of (A) 90% of
the Appraised Value of the related Mortgaged Property as determined (1) by one or more Appraisals obtained by the Special Servicer with
respect to any Mortgage Loan or Serviced Whole Loan, as the case may be, with an outstanding principal balance equal to or in excess of
$2,000,000 (the costs of which shall be paid by the Master Servicer as an Advance) or (2) at the Special Servicer’s option, either
(i) an Appraisal obtained by the Special Servicer (the costs of which will be paid by the Master Servicer as an Advance) or (ii) by an
internal valuation performed by the Special Servicer with respect to any Mortgage Loan or Serviced Whole Loan, as the case may be, with
an outstanding principal balance less than $2,000,000, minus, with respect to any Appraisals, such downward adjustments as the Special
Servicer may make (without implying any obligation to do so) based upon its review of the Appraisal and any other information it deems
relevant, (B) all escrows, letters of credit and reserves (including any Threshold Event Collateral (but solely for the purposes
of determining the identity of the Park West Village Directing Holder and not for any other purpose)) in respect of such Mortgage Loan
or Serviced Whole Loan, as applicable, as of the date of calculation and (C) all Insurance and Condemnation Proceeds that constitute collateral
for the related Mortgage Loan or Serviced Whole Loan over (ii) the sum of, as of the Due Date occurring in the month of the date
of determination, (A) to the extent not previously advanced by the Master Servicer or the Trustee, all unpaid interest due on such
Mortgage Loan or Serviced Whole Loan, as the case may be, at a per annum rate equal to its Mortgage Rate (and, with respect to
any AB Whole Loan, any accrued and unpaid interest on the related AB Subordinate Companion Loan, as applicable), (B) all P&I
Advances on the related Mortgage Loan and the Trust Subordinate Companion Loan and all Servicing Advances on the related Mortgage Loan
or Serviced Whole Loan, as applicable, not reimbursed from proceeds of such Mortgage Loan or Serviced Whole Loan, as applicable, and interest
thereon at the Reimbursement Rate in respect of such Mortgage Loan or Serviced Whole Loan, as applicable, and (C) all currently due
and unpaid real estate taxes,




    	 	-12-	 



    


    

assessments, insurance premiums, ground rents,
unpaid Special Servicing Fees and all other amounts due and unpaid (including any capitalized interest whether or not then due and payable)
with respect to such Mortgage Loan or Serviced Whole Loan, as the case may be (which taxes, premiums, ground rents and other amounts have
not been the subject of an Advance by the Master Servicer, the Special Servicer or the Trustee, as applicable); provided, however,
without limiting the Special Servicer’s obligation to order and obtain such Appraisal or perform such valuation, if the Special
Servicer has not obtained an Appraisal or performed such valuation, as applicable, referred to above within sixty (60) days of the Appraisal
Reduction Event, then (other than for purposes of determining the identity of the Directing Certificateholder or whether a Control Termination
Event or an AB Control Appraisal Period has occurred and is continuing), the Appraisal Reduction Amount shall be deemed to be an amount
equal to 25% of the current Stated Principal Balance of the related Mortgage Loan or Serviced Whole Loan, as applicable, until such time
as such appraisal or valuation referred to above is received by the Special Servicer and the Appraisal Reduction Amount is calculated
by the Special Servicer as of the first Determination Date that is at least ten (10) Business Days following the date the Special Servicer
receives from the Master Servicer information requested by the Special Servicer from the Master Servicer that is in the possession of
the Master Servicer and reasonably necessary to calculate the Appraisal Reduction Amount. Within sixty (60) days after the Appraisal Reduction
Event, the Special Servicer shall order and use reasonable efforts to receive an Appraisal (the cost of which shall be paid by the Master
Servicer as a Servicing Advance); provided, further, however, that in no event shall the Special Servicer be required
to order any such Appraisal prior to the conclusion of such sixty (60) day period, as applicable, and in each case, the related Appraisal
shall be promptly delivered in electronic format by the Special Servicer to the Master Servicer, the Operating Advisor, the Directing
Certificateholder (but only prior to the occurrence of a Consultation Termination Event), the Certificate Administrator and the Trustee.
In addition, the Master Servicer shall deliver to (via electronic delivery) or provide access to the Special Servicer any information
in its possession that is reasonably required to determine, redetermine, calculate or recalculate any Appraisal Reduction Amount pursuant
to its definition using reasonable efforts to deliver such information within five (5) Business Days of the Special Servicer’s reasonable
request. The Master Servicer will not calculate the Appraisal Reduction Amounts.


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


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


Any Appraisal Reduction Amount
in respect of a Non-Serviced Whole Loan shall be calculated by the applicable party under and in accordance with and pursuant to the
terms of the applicable Non-Serviced PSA, and the Master Servicer, the Special Servicer and the Certificate Administrator are entitled
to conclusively rely on such calculation.




    	 	-13-	 



    


    

Any Appraisal Reduction Amount
with respect to any Park West Village Whole Loan will be allocated first to the related Park West Village Note B-B, then to the Trust
Subordinate Companion Loan (until its principal balance is notionally reduced to zero by such related Appraisal Reduction Amounts) and
then to the related Park West Village Mortgage Loan and related Serviced Pari Passu Companion Loans.


“Appraisal Reduction
Event”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Companion Loan and Serviced Whole
Loan, the earliest of (i) one hundred twenty (120) days after an uncured delinquency (without regard to the application of any Grace
Period), other than any uncured delinquency in respect of a Balloon Payment, occurs in respect of such Mortgage Loan or related Companion
Loan, as applicable, (ii) the date on which a reduction in the amount of Periodic Payments on such Mortgage Loan or Companion Loan,
as applicable, or a change in any other material economic term of such Mortgage Loan or Companion Loan, as applicable, (other than an
extension of the Maturity Date), becomes effective as a result of a modification of such Mortgage Loan or Companion Loan, as applicable,
by the Special Servicer, (iii) thirty (30) days after the date on which a receiver has been appointed for the Mortgaged Property,
(iv) thirty (30) days after the date on which a Mortgagor or the tenant at a single tenant property declares bankruptcy (and the
bankruptcy petition is not otherwise dismissed within such time), (v) sixty (60) days after the date on which an involuntary petition
of bankruptcy is filed with respect to a Mortgagor if not dismissed within such time, (vi) a payment default has occurred with respect
to the related Balloon Payment; provided, however, if (A) the related Mortgagor is diligently seeking a refinancing commitment
(and delivers a statement to that effect to the Master Servicer within thirty (30) days after the payment default, who will be required
to promptly deliver a copy to the Special Servicer, the Operating Advisor and the Directing Certificateholder (but only prior to the occurrence
of a Consultation Termination Event)), (B) the related Mortgagor continues to make its Pooled Assumed Scheduled Payments and Park West
Village Assumed Scheduled Payments (if applicable), (C) no other Appraisal Reduction Event has occurred with respect to that Mortgage
Loan or Serviced Whole Loan, and (D) for so long as no Control Termination Event has occurred and is continuing, the Directing Certificateholder
consents, an Appraisal Reduction Event will not occur until sixty (60) days beyond the related Maturity Date, unless extended by the Special
Servicer in accordance with the Mortgage Loan documents or this Agreement; and provided, further, if the related
Mortgagor has delivered to the Master Servicer, who will be required to promptly deliver a copy to the Special Servicer, the Operating
Advisor and the Directing Certificateholder (but only prior to the occurrence of a Consultation Termination Event), on or before the sixtieth
(60th) day after the related Maturity Date, a refinancing commitment reasonably acceptable to the Special Servicer, and the
Mortgagor continues to make its Pooled Assumed Scheduled Payments and Park West Village Assumed Scheduled Payments (if applicable) (and
no other Appraisal Reduction Event has occurred with respect to that Mortgage Loan or Serviced Whole Loan), an Appraisal Reduction Event
will not occur until the earlier of (1) one hundred twenty (120) days beyond the related Maturity Date (or extended Maturity Date) and
(2) the termination of the refinancing commitment, and (vii) immediately after such Mortgage Loan or related Companion Loan, as applicable,
becomes an REO Loan; provided that the thirty (30) day period referenced in clauses (iii) and (iv) shall not apply if the
related Mortgage Loan is a Specially Serviced Loan; provided, further, however, that except for purposes of calculating
the amount of a P&I Advance, an Appraisal Reduction Event shall not occur at any time when the aggregate Certificate Balances of all
Classes of Subordinate




    	 	-14-	 



    


    

Certificates and the Loan-Specific Certificates
have been reduced to zero. The Special Servicer shall notify the Master Servicer, the Directing Certificateholder and the Operating Advisor,
or the Master Servicer shall notify the Special Servicer and the Operating Advisor, as applicable, promptly upon such Person having notice
or knowledge of the occurrence of any of the foregoing events. The obligation to obtain an Appraisal following the occurrence of an Appraisal
Reduction Event shall be subject to the provisions of Section 4.05 hereof.


Notwithstanding anything
to the contrary in the definition of Appraisal Reduction Event, no event, circumstance or action that has occurred or will occur with
respect to a COVID Modified Loan (other than an event described in clauses (iii), (iv), (v) or (vii) of the definition of Appraisal Reduction
Event) or the entry into of a COVID Modification Agreement shall constitute an Appraisal Reduction Event, but only if, and for so long
as, the related borrower and each related obligor is in compliance with the terms of the related COVID Modification Agreement.


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


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


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


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


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


“AREF”:
Argentic Real Estate Finance LLC, a Delaware limited liability company.


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


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


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


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


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


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




    	 	-15-	 



    


    

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


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


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


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


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


“Asset Review Trigger”:
Any time that (1) Mortgage Loans having an aggregate outstanding principal balance of 25.0% or more of the aggregate outstanding principal
balance of all of the Mortgage Loans (including any REO Loans) (or a portion of any REO Loan in the case of a Whole Loan) held by the
Trust as of the end of the applicable Collection Period are Delinquent Loans or (2)(A) prior to and including the second anniversary
of the Closing Date, at least ten (10) Mortgage Loans are Delinquent Loans and the outstanding principal balance of such Delinquent Loans
in the aggregate constitutes at least 15.0% of the aggregate outstanding principal balance of all of the Mortgage Loans (including any
REO Loans (or a portion of any REO Loan in the case of a Whole Loan)) as of the end of the applicable Collection Period or (B) after
the second anniversary of the Closing Date, at least fifteen (15) Mortgage Loans are Delinquent Loans and the outstanding principal balance
of such Delinquent Loans in the aggregate constitutes at least 20.0% of the aggregate outstanding principal balance of all of the Mortgage
Loans (including any REO Loans (or a portion of any REO Loan in the case of a Whole Loan)) as of the end of the applicable Collection
Period.


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


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


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


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




    	 	-16-	 



    


    

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


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


“Available Funds”:
With respect to any Distribution Date, will equal (i) with respect to distributions to be made on the Pooled Certificates, the Pooled
Available Funds and (ii) in the case of the distributions to be made on the Loan-Specific Certificates and applicable distributions to
be made to the Class R Certificates, the Park West Village Available Funds.


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


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


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


“Barclays”:
Barclays Capital Real Estate Inc., a Delaware corporation.


“Barclays Mortgage
Loan Purchase Agreement”: The mortgage loan purchase agreement, dated and effective as of September 8, 2022, among Barclays,
BCHI and the Depositor.


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


“BCHI”:
Barclays Capital Holdings Inc., a Delaware corporation.


“BMO”:
Bank of Montreal, a Canadian chartered bank.


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


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


“Borrower Party
Affiliate”: With respect to a borrower, a Mortgagor, a manager of a Mortgaged Property or an Accelerated Mezzanine Loan Lender,
(a) any other Person




    	 	-17-	 



    


    

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


“Borrower-Related
Party”: As defined in Section 3.30(a).


“Breach”:
With respect to any Mortgage Loan or Trust Subordinate Companion Loan, a breach of any representation or warranty with respect to such
Mortgage Loan or Trust Subordinate Companion Loan set forth in Section 4(b) (or Section 7(c) with respect to the
Trust Subordinate Companion Loan) of the related Mortgage Loan Purchase Agreement.


“BSPRT”:
BSPRT CMBS Finance, LLC, a Delaware limited liability company, and its successors in interest.


“BSPRT Mortgage
Loan Purchase Agreement”: The mortgage loan purchase agreement, dated and effective as of September 8, 2022 among BSPRT, FBRT
and the Depositor.


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


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


“Certificate”:
Any one of the Depositor’s Commercial Mortgage Pass-Through Certificates, Series 2022-C17, as executed and delivered by the
Certificate Registrar and authenticated and delivered hereunder by the Authenticating Agent.


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


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




    	 	-18-	 



    


    

Agreement; provided that the Certificate
Administrator Fee includes the Trustee Fee, and the Certificate Administrator shall pay the Trustee Fee to the Trustee.


“Certificate Administrator
Fee Rate”: The Certificate Administrator Fee shall be equal to the product of the rate equal to 0.00851% per annum and
the Stated Principal Balance of the related Mortgage Loan and the Trust Subordinate Companion Loan (calculated in the same manner as interest
is calculated on the related Mortgage Loan or Trust Subordinate Companion Loan) or REO Loan (other than the portion of an REO Loan related
to any Companion Loan (other than the Trust Subordinate Companion Loan)) as of the preceding Distribution Date. The Certificate Administrator
Fee includes the Trustee Fee.


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


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


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


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


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


“Certificateholder”
or “Holder”: The Person in whose name a Certificate is registered in the Certificate Register or any beneficial owner
thereof; provided, however, that solely for the purposes of giving any consent, approval, waiver or taking any action pursuant
to this Agreement, any Certificate registered in the name of or beneficially owned by the Master Servicer, the Special Servicer (including,
for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate Administrator, the Depositor, any Mortgage Loan
Seller, a Borrower Party or Affiliate of any of such Persons shall be deemed not to be outstanding (provided that notwithstanding
the foregoing, any Controlling Class Certificates owned by an Excluded Controlling Class Holder shall not be deemed to be outstanding
as to such Excluded Controlling Class Holder solely with respect to any related Excluded Controlling Class Loan; and provided,
further, that any Controlling Class Certificates owned by the Special Servicer or an Affiliate thereof shall not be deemed to be
outstanding as to the Special Servicer or such Affiliate




    	 	-19-	 



    


    

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


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


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


“Certification Parties”:
As defined in Section 11.06.


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


“Certifying Person”:
As defined in Section 11.06.


“Certifying Servicer”:
As defined in Section 11.09.




    	 	-20-	 



    


    

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


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


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


“Class A-1
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 4.285000%.


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


“Class A-2
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 4.644000%.


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


“Class A-3
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 4.618000%.


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


“Class A-4
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 4.174000%.


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


“Class A-5
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 4.441000%.


“Class A-S
Certificate”: A Certificate designated as “Class A-S” on the face thereof, in the form of Exhibit A-9
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.




    	 	-21-	 



    


    

“Class A-S
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 4.971000%, subject to a maximum
rate equal to the Pooled Weighted Average Net Mortgage Rate for such Distribution Date.


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


“Class A-SB
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 4.543000%.


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


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


“Class B Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to 4.889000%, subject to a maximum rate equal to
the Pooled Weighted Average Net Mortgage Rate.


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


“Class C Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to 5.450000%, subject to a maximum rate equal to
the Pooled Weighted Average Net Mortgage Rate.


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


“Class D Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 2.500000%.


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


“Class E Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 2.500000%.


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




    	 	-22-	 



    


    

“Class F Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 2.500000%.


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


“Class G-RR
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the Pooled Weighted Average
Net Mortgage Rate for such Distribution Date.


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


“Class H-RR
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the Pooled Weighted Average
Net Mortgage Rate for such Distribution Date.


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


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


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


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


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


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




    	 	-23-	 



    


    

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


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


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


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


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


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


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


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


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


“Class LPWVB Uncertificated
Interest”: An uncertificated regular interest in the Trust Subordinate Companion Loan REMIC which is held as an asset of the
Upper-Tier REMIC




    	 	-24-	 



    


    

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


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


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


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


“Class PWV-A
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the Park West Village Weighted Average
Net Mortgage Rate.


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


“Class PWV-B
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the Park West Village Weighted Average
Net Mortgage Rate.


“Class PWV-R
Interest”: The uncertificated residual interest in the Trust Subordinate Companion Loan REMIC, represented by the Class R Certificates.


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


“Class PWV-RR Control
Retention Period”: Either of the following periods which consist of:


(i)                     10
days following receipt by the Park West Village Directing Holder of notice of the Cumulative Appraisal Reduction Amount, if the Park West
Village Directing Holder elects not to give a notice challenging the determination of such Cumulative Appraisal Reduction Amount to the
Special Servicer within such 10-day period; or


(ii)                   a
period commencing on the date on which a notice of a Cumulative Appraisal Reduction Amount is received by the Park West Village Directing
Holder ending on the earliest of (x) the date that is 90 days following the related Appraisal Reduction Event, unless the Park West Village
Directing Holder provides an additional Appraisal within such 90-day period, (y) the date on which the Special Servicer determines that
a recalculation of the Cumulative Appraisal Reduction Amount is not warranted or that such recalculation does not




    	 	-25-	 



    


    

result in Class PWV-RR being the Park West
Village Loan-Specific Controlling Class (disregarding the ongoing Class PWV-RR Control Retention Period) and (z) the date on which the
Class PWV-RR Certificate Balance is reduced to less than 25% of its initial Certificate Balance without regard to the application of any
Cumulative Appraisal Reduction Amounts.


“Class PWV-RR Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to the Park West Village Weighted Average Net Mortgage
Rate for such Distribution Date.


“Class R Certificate”:
A Certificate designated as “Class R” on the face thereof in the form of Exhibit A-22 hereto, and evidencing
the sole class of “residual interests” in each Trust REMIC for purposes of the REMIC Provisions.


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


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


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


“Class X-A
Notional Amount”: As of any date of determination, the aggregate of the Certificate Balances of the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-5 and Class A-SB Certificates.


“Class X-A
Pass-Through Rate”: The Pass-Through Rate for Class X-A Certificates for any Distribution Date will be a per annum
rate equal to the excess, if any, of (a) the Pooled Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the
weighted average of the Pass-Through Rates on the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates
for such Distribution Date, weighted on the basis of their respective Certificate Balances outstanding immediately prior to that Distribution
Date. The Pass-Through Rate applicable to the Class X-A Certificates for the initial Distribution Date shall be the rate set forth
in the Preliminary Statement hereto.


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


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


“Class X-B
Pass-Through Rate”: The Pass-Through Rate for Class X-B Certificates for any Distribution Date will be a per annum
rate equal to the excess, if any, of (a) the Pooled Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) weighted
average of the Pass-Through Rates on the Class A-S, Class B and Class C Certificates for such Distribution Date, weighted on the
basis of their respective Certificate




    	 	-26-	 



    


    

Balances outstanding immediately prior to that
Distribution Date. The Pass-Through Rate applicable to the Class X-B Certificates for the initial Distribution Date shall be the
rate set forth in the Preliminary Statement hereto.


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


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


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


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


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


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


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


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


“Closing Date”:
September 8, 2022.


“CMBS”:
Commercial mortgage-backed securities.


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




    	 	-27-	 



    


    

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


“Collection Account”:
A segregated custodial account or accounts created and maintained by the Master Servicer pursuant to Section 3.04(a) on behalf
of the Trustee for the benefit of the Certificateholders, which shall be entitled “KeyBank National Association, as Master Servicer,
on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of BBCMS Mortgage Trust 2022-C17,
Commercial Mortgage Pass-Through Certificates, Series 2022-C17, Collection Account”. Any such account or accounts shall be an Eligible
Account. Subject to the related Intercreditor Agreement and taking into account that each Companion Loan is subordinate or pari passu,
as applicable, to the related Serviced Mortgage Loan to the extent set forth in the related Intercreditor Agreement, the subaccount described
in the second paragraph of Section 3.04(b) that is part of the Collection Account shall be for the benefit of the related
Companion Holder, to the extent funds on deposit in such subaccount are attributed to such Companion Loan and shall not be an asset of
the Trust or any Trust REMIC formed hereunder.


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




    	 	-28-	 



    


    

“Commission”:
The Securities and Exchange Commission.


“Companion Distribution
Account”: With respect to any Serviced Companion Loan (other than the Trust Subordinate Companion Loan), the separate account
created and maintained by the Companion Paying Agent pursuant to Section 3.04(b) and held on behalf of the Companion Holders,
which shall be entitled “KeyBank National Association, as Companion Paying Agent, for the benefit of the Companion Holders of the
Companion Loans, relating to the BBCMS Mortgage Trust 2022-C17, Commercial Mortgage Pass-Through Certificates, Series 2022-C17”.
The Companion Distribution Account shall not be an asset of the Trust or any Trust REMIC, but instead shall be held by the Companion Paying
Agent on behalf of the Companion Holders. Any such account shall be an Eligible Account. Notwithstanding the foregoing, if the Master
Servicer and the Companion Paying Agent are the same entity, the Companion Distribution Account may be the subaccount referenced in the
second paragraph of Section 3.04(b).


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


“Companion Loan”:
A mortgage loan that is not included in the Trust Fund but is part of a Whole Loan that includes a Mortgage Loan and the Trust Subordinate
Companion Loan.


“Companion Loan
Rating Agency”: Any NRSRO rating any class of Serviced Pari Passu Companion Loan Securities.


“Companion Paying
Agent”: With respect to the Serviced Companion Loans (other than the Trust Subordinate Companion Loan), if any, the Master Servicer
in its role as Companion Paying Agent appointed pursuant to Section 3.27.


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


“Compensating Interest
Payments”: An aggregate amount, with respect to each Serviced Mortgage Loan, any related Pari Passu Companion Loan and the Trust
Subordinate Companion Loan as of any Distribution Date equal to the lesser of (i) the aggregate amount of Prepayment Interest Shortfalls
incurred in connection with voluntary principal prepayments received in respect of the Mortgage Loans (other than Non-Serviced Mortgage
Loans) and any related Serviced Pari Passu Companion Loans and Trust Subordinate Companion Loan (in each case other than any Specially
Serviced Loan or any Mortgage Loan, or any related Serviced Pari Passu Companion Loan or Trust Subordinate Companion Loan on which the
Special Servicer allowed a prepayment on a date other than the applicable Due Date) for the related Distribution Date and (ii) the
aggregate of (A) that portion of the Master Servicer’s Servicing Fees for such Distribution Date that is, in the case of each
Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Pari Passu Companion Loan, Trust Subordinate Companion Loan and REO
Loan for which Servicing Fees are being paid to the Master Servicer for such Collection Period, calculated at a rate of 0.00125% per
annum, (B) all Prepayment Interest Excesses received by the Master Servicer during such Collection Period with respect to the
Mortgage Loans (other than a Non-Serviced Mortgage Loan) (and, so long as a Serviced Whole Loan is




    	 	-29-	 



    


    

serviced hereunder, the related Serviced Pari
Passu Companion Loan) subject to such prepayment and (C) to the extent earned on voluntary principal prepayments, net investment
earnings payable to the Master Servicer for such Collection Period received by the Master Servicer during such Collection Period with
respect to the Mortgage Loan (other than a Non-Serviced Mortgage Loan) or any related Serviced Pari Passu Companion Loan or Trust Subordinate
Companion Loan, as applicable, subject to such prepayment. In no event will the rights of the Certificateholders to offset the aggregate
Prepayment Interest Shortfalls be cumulative. However, if a Prepayment Interest Shortfall occurs with respect to a Mortgage Loan as a
result of the Master Servicer allowing the related Mortgagor to deviate (a “Prohibited Prepayment”) from the terms
of the related Mortgage Loan documents regarding Principal Prepayments (other than (V) any Non-Serviced Mortgage Loan, (W) subsequent
to a default under the related Mortgage Loan documents or if the Mortgage Loan is a Specially Serviced Loan, (X) pursuant to applicable
law or a court order or otherwise in such circumstances where the Master Servicer is required to accept such Principal Prepayment in accordance
with the Servicing Standard, (Y)(1) at the request or with the consent of the Special Servicer or, (2) so long as no Control Termination
Event has occurred and is continuing, and only with respect to the Mortgage Loans other than an Excluded Loan as to the Directing Certificateholder,
at the request or with the consent of the Directing Certificateholder or (Z) in connection with the payment of any Insurance and Condemnation
Proceeds), then for purposes of calculating the Compensating Interest Payment for the related Distribution Date, the Master Servicer shall
pay, without regard to clause (ii) above, the aggregate amount of Prepayment Interest Shortfalls with respect to such Mortgage
Loan, otherwise described in clause (i) above in connection with such Prohibited Prepayments. For the avoidance of doubt,
Compensating Interest Payments with respect to each Serviced Whole Loan shall be allocated among the related Mortgage Loan and related
Serviced Pari Passu Companion Loan(s) and the Trust Subordinate Companion Loan, pro rata, in accordance with their respective principal
balances.


“Consultation Termination
Event”: At any date at which (a) with respect to any Mortgage Loan (other than with respect to any Serviced AB Whole Loan)
no Class of Control Eligible Certificates exists where such Class’s aggregate Certificate Balance is at least equal to 25% of the
Original Certificate Balance of that Class, in each case without regard to the application of any Cumulative Appraisal Reduction Amounts;
provided, that a Consultation Termination Event shall not be deemed to be continuing in the event the Certificate Balances of all
Classes of Pooled Principal Balance Certificates other than the Control Eligible Certificates have been reduced to zero as a result of
principal payments on the Mortgage Loans; (b) with respect to any Serviced AB Whole Loan (other than the Park West Village Whole Loan),
when the related Control Appraisal Period has occurred and is continuing and when the events in clause (a) above are occurring; and (c)
with respect to the Park West Village Whole Loan, when both (i) a Park West Village Note B-A Consultation Termination Event has occurred
and is continuing and (ii) the events in clause (a) above are continuing; provided that no Consultation Termination Event may occur
with respect to the Loan-Specific Directing Certificateholder related to a Servicing Shift Whole Loan and the term “Consultation
Termination Event” shall not be applicable to the Loan-Specific Directing Certificateholder related to such Servicing Shift Whole
Loan. With respect to any Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling
Class, a Consultation Termination Event shall be deemed to exist for so long as such Mortgage Loan is an Excluded Loan.




    	 	-30-	 



    


    

“Control Eligible
Certificates”: Any of the Class G-RR and Class H-RR Certificates.


“Control Termination
Event”: The occurrence of (a) with respect to any Mortgage Loan (other than with respect to any Serviced AB Whole Loan
and the Park West Village Whole Loan), when the Certificate Balance of the senior most Class of Control Eligible Certificates (taking
into account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class
in accordance with Section 4.05(a) hereof) being reduced to less than 25% of the Original Certificate Balance of such Class
and (b) with respect to the Park West Village Whole Loan, when both a Park West Village Note B-A Control Appraisal Period has occurred
and is continuing and the events described in clause (a) are continuing; provided, that a Control Termination Event shall not be
deemed to be continuing in the event the Certificate Balances of all Classes of Pooled Principal Balance Certificates other than the Control
Eligible Certificates have been reduced to zero as a result of principal payments on the Mortgage Loans; provided, that prior to
the applicable Servicing Shift Date, no Control Termination Event may occur with respect to the Loan-Specific Directing Certificateholder
related to a Servicing Shift Whole Loan and the term “Control Termination Event” shall not be applicable to the Loan-Specific
Directing Certificateholder related to such Servicing Shift Whole Loan. With respect to any Excluded Loan, a Control Termination Event
shall be deemed to exist for so long as such Mortgage Loan is an Excluded Loan.


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


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


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


“Corporate Trust
Office”: The principal corporate trust office of the Trustee and the Certificate Administrator at which at any particular time
its corporate trust business with




    	 	-31-	 



    


    

respect to this Agreement shall be administered,
which office at the date of the execution of this Agreement is located (i) with respect to Certificate transfers and surrenders,
at Computershare Trust Company, National Association, 600 South 4th Street, 7th Floor, Minneapolis, Minnesota 55415,
Attention: Certificate Transfer Services – BBCMS 2022-C17; (ii)  with respect to the Trustee, at Wilmington Trust, National
Association, 1100 North Market Street, Wilmington, Delaware 19890, Attention: CMBS Trustee, BBCMS Mortgage Trust 2022-C17; and (iii) for
all other purposes, to the Certificate Administrator, at Computershare Trust Company, National Association, 9062 Old Annapolis Road, Columbia,
Maryland 21045, Attention: Corporate Trust Services (CMBS), BBCMS Mortgage Trust 2022-C17.


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


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


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


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


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




    	 	-32-	 



    


    

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


(iv)  
any COVID Modification Agreement (a) defers up to nine (9) monthly debt service payments but no greater than nine (9) monthly debt
service payments in the aggregate with any other COVID Modification or COVID Modification Agreement with respect to such Mortgage Loan
under the Mortgage Loan, and (b) requires that any payments deferred in accordance with clause (ii)(a) above or reserve or escrow amounts
used for alternate purposes in accordance with clause (ii)(b) above are repaid or restored in full within twenty-one (21) months of the
date of the first COVID Modification Agreement with respect to such Mortgage Loan; and


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


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


“COVID Modification
Fees”: As defined in Section 3.18 of this Agreement.


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


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


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


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




    	 	-33-	 



    


    

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


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


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


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


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


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


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


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


“CREFC®
Intellectual Property Royalty License Fee”: With respect to each Mortgage Loan and REO Loan (including any portion of an REO
Loan related to the Trust Subordinate Companion Loan, but excluding the portion of an REO Loan related to any Serviced Pari Passu Companion
Loan) and the Trust Subordinate Companion Loan and for any Distribution Date, the amount accrued during the related Interest Accrual Period
at the CREFC®




    	 	-34-	 



    


    

Intellectual Property Royalty License Fee Rate
on the Stated Principal Balance of such Mortgage Loan, REO Loan or Trust Subordinate Companion Loan as of the close of business on the
Distribution Date in such Interest Accrual Period; provided that such amounts shall be computed for the same period and on the
same interest accrual basis respecting which any related interest payment due or deemed due on the related Mortgage Loan, REO Loan or
Trust Subordinate Companion Loan is computed and shall be prorated for partial periods. For the avoidance of doubt, the CREFC®
Intellectual Property Royalty License Fee shall be deemed payable by the Master Servicer from the Lower-Tier REMIC.


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


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


“CREFC®
Investor Reporting Package”: The collection of reports specified by the CREFC® from time to time as the “CREFC®
Investor Reporting Package.” As of the Closing Date, the CREFC® Investor Reporting Package contains eight electronic
files ((1) CREFC® Loan Setup File, (2) CREFC® Loan Periodic Update File, (3) CREFC®
Property File, (4) CREFC® Bond Level File, (5) CREFC® Collateral Summary File, (6) CREFC®
Financial File, (7) CREFC® Special Servicer Loan File and (8) CREFC® Schedule AL File) and nine
surveillance reports ((1) CREFC® Servicer Watch List, (2) CREFC® Delinquent Loan Status Report,
(3) CREFC® REO Status Report, (4) CREFC® Comparative Financial Status Report, (5) CREFC®
Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report, (6) CREFC® Operating Statement Analysis
Report, (7) CREFC® NOI Adjustment Worksheet, (8) CREFC® Loan Level Reserve/LOC Report and (9)
with respect to Mortgage Loans that have a Companion Loan, as applicable, the CREFC® Total Loan Report). In addition, the
CREFC® Investor Reporting Package shall include the CREFC® Advance Recovery Report. In addition, the CREFC®
Investor Reporting Package shall include the following eleven templates: (1) CREFC® Appraisal Reduction Amount Template,
(2) CREFC® Servicer Realized Loss Template, (3) CREFC® Reconciliation of Funds Template, (4) CREFC®
Historical Bond/Collateral Realized Loss Reconciliation Template, (5) CREFC® Historical Liquidation Loss Template, (6)
CREFC® Interest Shortfall Reconciliation Template, (7) CREFC® Servicer Remittance to Certificate Administrator
Report, (8) CREFC® Significant Insurance Event Report, (9) CREFC® Loan Modification Report, (10) CREFC®
Loan Liquidation Report and (11) CREFC® REO Liquidation Report. The CREFC® Investor Reporting Package shall
be substantially in the form of, and containing the information called for in, the downloadable forms of the “CREFC®
IRP” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information
and containing such additional information or reports as may from time to time be approved by the CREFC® for commercial
mortgage backed securities transactions generally. For the purposes of the production of the CREFC® Comparative Financial
Status Report by the Master Servicer or the Special Servicer of any such report that is required to state information for any period prior
to the Cut-off Date, the Master Servicer or the Special Servicer, as the case may be, may conclusively rely (without independent




    	 	-35-	 



    


    

verification), absent manifest error, on information
provided to it by the Mortgage Loan Sellers or by the related Mortgagor or (x) in the case of such a report produced by the Master
Servicer, by the Special Servicer (if other than the Master Servicer or an Affiliate thereof) and (y) in the case of such a report
produced by the Special Servicer, by the Master Servicer (if other than the Special Servicer or an Affiliate thereof).


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


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


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


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


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


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


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




    	 	-36-	 



    


    

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


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


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


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


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


“CREFC®
Schedule AL File”: A data file in the “Schedule AL File” format substantially in the form of and containing
the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved
from time to time by the CREFC® for commercial mortgage securities transactions generally; provided that the Depositor
shall confirm in writing to the Master Servicer and the Certificate Administrator that any change to such “Schedule AL File”
format complies with all requirements of Item 1125 of Regulation AB.


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


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




    	 	-37-	 



    


    

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


“CREFC®
Significant Insurance Event Report”: A report substantially in the form of, and containing the information called for in, the
downloadable form of the “Significant Insurance Event Report” available and effective from time to time on the CREFC®
Website.


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


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


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


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


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


“Crossed Underlying
Loan”: With respect to any Crossed Mortgage Loan Group, a Mortgage Loan that is cross-collateralized and cross-defaulted
with one or more other Mortgage Loans within such Crossed Mortgage Loan Group. For the avoidance of doubt, there is no Crossed Underlying
Loan in the Trust Fund.


“Crossed Underlying
Loan Repurchase Criteria”: With respect to any Crossed Mortgage Loan Group as to which one or more (but not all) of the Crossed
Underlying Loans therein are affected by a Material Defect (the Crossed Underlying Loan(s) in such Crossed Mortgage Loan Group affected
by such Material Defect, for purposes of this definition, the




    	 	-38-	 



    


    

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


“Cumulative Appraisal
Reduction Amount”: As of any date of determination, the sum of (i) all Appraisal Reduction Amounts then in effect, and (ii)
with respect to any AB Modified Loan, any Collateral Deficiency Amount then in effect. The Master Servicer and the Certificate Administrator
shall be entitled to conclusively rely on the Special Servicer’s calculation or determination of any Cumulative Appraisal Reduction
Amount with respect to a Mortgage Loan, Trust Subordinate Companion Loan or, with respect to the Park West Village Whole Loan, Note B-B.
With respect to a Non-Serviced Mortgage Loan, the Special Servicer, the Master Servicer and the Certificate Administrator will be entitled
to conclusively rely on the calculation or determination of any Appraisal Reduction Amount or Collateral Deficiency Amount with respect
to such Mortgage Loan performed by the applicable servicer responsible therefore pursuant to the related Non-Serviced PSA.


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


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


“Custodian”:
A Person who is at any time appointed by the Trustee pursuant to Section 8.11 as a document custodian for the Mortgage Files,
which Person shall not be the




    	 	-39-	 



    


    

Depositor, either of the Mortgage Loan Sellers
or an Affiliate of any of them. The Certificate Administrator shall be the initial Custodian. Computershare Trust Company, National Association
will perform its duties as Custodian hereunder through its Document Custody division (including, as applicable, any agents or affiliates
utilized thereby).


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


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


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


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


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


“Defaulted Loan”:
A Mortgage Loan (other than a Non-Serviced Mortgage Loan) or a Serviced Whole Loan (i) that is delinquent at least sixty (60) days
in respect of its Periodic Payments or delinquent in respect of its Balloon Payment, if any; provided that in respect of a Balloon
Payment, such period shall be one hundred-twenty (120) days if the related Mortgagor has provided the Master Servicer or the Special Servicer
with a written and fully executed commitment or otherwise binding application for refinancing of the related Mortgage Loan from




    	 	-40-	 



    


    

an acceptable lender reasonably satisfactory
in form and substance to the Special Servicer (and the party receiving such commitment shall promptly forward a copy of such commitment
or application to the Master Servicer or the Special Servicer, as applicable, if it is not evident that a copy has been delivered to such
other party); and, in either case, such delinquency is to be determined without giving effect to any Grace Period permitted by the related
Mortgage or Mortgage Note and without regard to any acceleration of payments under the related Mortgage and Mortgage Note or (ii) as
to which the Special Servicer has, by written notice to the related Mortgagor, accelerated the maturity of the indebtedness evidenced
by the related Mortgage Note. For the avoidance of doubt, a defaulted Companion Loan (other than the Trust Subordinate Companion Loan)
does not constitute a “Defaulted Loan”.


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


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


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


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


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


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


“Denomination”:
With respect to any Certificate or any beneficial interest in a Certificate the amount (i) (a) set forth on the face thereof,
(b) set forth on a schedule attached thereto or (c) in the case of any beneficial interest in a Book-Entry Certificate,
the interest of the related Certificate Owner in the applicable Class of Certificates as reflected on the books and




    	 	-41-	 



    


    

records of the Depository or related Depository
Participant, as applicable, (ii) expressed in terms of initial Certificate Balance or initial Notional Amount, as applicable, and
(iii) in an authorized denomination, as set forth in Section 5.01(a).


“Depositor”:
Barclays Commercial Mortgage Securities LLC, a Delaware limited liability company, or its successor in interest.


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


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


“Designated Site”:
The website to which Diligence Files are uploaded as designated by the Depositor to the Mortgage Loan Sellers.


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


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


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


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


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


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




    	 	-42-	 



    


    

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


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


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


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


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


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


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


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


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


(xiii)                       all related
environmental reports; and


(xiv)                      all related
environmental insurance policies;


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


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




    	 	-43-	 



    


    

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


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


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


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


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


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


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


(k)              
a copy of all zoning reports;


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


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


(n)              
a copy of all UCC searches;


(o)              
a copy of all litigation searches;


(p)              
a copy of all bankruptcy searches;


(q)              
a copy of any origination settlement statement;


(r)               
a copy of the Insurance Summary Report;


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


(t)                
unless already included in the origination settlement statement, a copy of any escrow statements related to the escrow account
balances as of the Mortgage Loan or Trust Subordinate Companion Loan origination date;




    	 	-44-	 



    


    

(u)              
 a copy of all related environmental reports that were received by the applicable Mortgage Loan Seller;


(v)              
a copy of any closure letter (environmental); and


(w)            
a copy of any environmental remediation agreement for the related Mortgaged Property or Mortgaged Properties;


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


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


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




    	 	-45-	 



    


    

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


“Directing Certificateholder
Approval Process”; The process for approval of an Asset Status Report described in Section 3.19(d).


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


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


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


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


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




    	 	-46-	 



    


    

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


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


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


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


“Distribution Date”:
The fourth (4th) Business Day following each Determination Date, beginning in October 2022. The initial Distribution Date shall
be October 17, 2022.


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


“Do Not Hire List”:
The list, as may be updated at any time, provided by the Depositor to the Master Servicer, the Special Servicer, the Certificate Administrator,
the Trustee, the Operating Advisor or the Asset Representations Reviewer, which lists certain parties identified by the Depositor as having
failed to comply (after any applicable cure period) with




    	 	-47-	 



    


    

their respective obligations under Article XI
of this Agreement or as having failed to comply (after any applicable cure period) with any similar Regulation AB reporting requirements
under any other securitization transaction. For the avoidance of doubt, as of the Closing Date, no parties appear on the Do Not Hire List.


“Dodd-Frank Act”:
The Dodd-Frank Wall Street Reform and Consumer Protection Act, as amended from time to time.


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


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


“EDGAR”:
As defined in Section 11.03.


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


“Eligible Account”:
Any of the following: (i) a segregated account or accounts maintained with a federal or state chartered depository institution or
trust company (including the Trustee or the Certificate Administrator), (A) the long-term deposit rating or long-term unsecured
debt obligations or deposits of which are rated at least “A2” by Moody’s, if the deposits are to be held in such account
for thirty (30) days or more, and the short-term debt obligations or deposits of which have a short-term rating of not less than “P-1”
from Moody’s, if the deposits are to be held in such account for less than thirty (30) days; (B) the long-term unsecured debt
obligations or deposits of which are rated at least “A” by Fitch (to the extent rated by Fitch), if the deposits are to be
held in such account for thirty (30) days or more, and the short-term debt obligations or deposits of which have a short-term rating of
not less than “F1” from Fitch (to the extent rated by Fitch), if the deposits are to be held in such account for less than
thirty (30) days; and (C) solely in the case of the Trust Subordinate Companion Loan, the ratings described in clause (A) above; (ii) an
account or accounts maintained with Wells Fargo Bank, National Association so long as Wells Fargo Bank, National Association’s long-term
unsecured debt or deposit rating shall be at least “A2” from Moody’s, “A-” from Fitch (to the extent
rated by Fitch) and “BBB-” from KBRA (to the extent rated by KBRA) (if the deposits are to be held in the account for more
than thirty (30) days) or Wells Fargo Bank, National Association’s short-term deposit or short-term unsecured debt rating
shall be at least “P-1” from Moody’s, “F-2” from Fitch (to the extent rated by Fitch) and “K3”
from KBRA (to the extent




    	 	-48-	 



    


    

rated by KBRA) (if the deposits are to be held
in the account for thirty (30) days or less) or such other rating confirmed in a Rating Agency Confirmation from such Rating Agency and
KBRA); (iii) an account or accounts maintained with KeyBank National Association so long as KeyBank National Association’s
long-term unsecured debt or deposit account rating shall be at least “A2” from Moody’s, “A” from Fitch and
“BBB-” from KBRA (to the extent rated by KBRA) (if the deposits are to be held in the account for more than thirty (30) days)
or KeyBank National Association’s short-term deposit account or short-term unsecured debt rating shall be at least “P-1”
from Moody’s, “F1” from Fitch and “K3” by KBRA (to the extent rated by KBRA) (if the deposits are to be
held in the account for thirty (30) days or less); (iv) such other account or accounts that, but for the failure to satisfy one or more
of the minimum rating(s) set forth in the applicable clause, would be listed in clause (i) – (iii) above,
with respect to which a Rating Agency Confirmation has been obtained from KBRA and each Rating Agency for which the minimum ratings set
forth in the applicable clause is not satisfied with respect to such account, which account may be an account maintained by or with the
Certificate Administrator, the Trustee, the Master Servicer or the Special Servicer; (v) any other account or accounts not listed
in clauses (i) - (iii) above with respect to which a Rating Agency Confirmation has been obtained from each and every
Rating Agency and a confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25), which account may be an account maintained by or with the Certificate Administrator, the Trustee,
the Master Servicer or the Special Servicer; or (vi) a segregated trust account or accounts maintained with the corporate trust department
of a federal or state chartered depository institution or trust company that has a long-term unsecured debt rating of at least “A-2”
from Moody’s (if the deposits are to be held in the account for more than thirty (30) days) or a short-term unsecured debt
rating of at least “P-1” from Moody’s (if the deposits are to be held in the account for thirty (30) days or
less) and that, in either case, has corporate trust powers, acting in its fiduciary capacity, provided that any state chartered
depository institution or trust company is subject to regulation regarding fiduciary funds substantially similar to 12 C.F.R. § 9.10(b).
Eligible Accounts may bear interest. No Eligible Account shall be evidenced by a certificate of deposit, passbook or other similar instrument.


“Eligible Asset
Representations Reviewer”: An entity that (a) is the special servicer, operating advisor or asset representations reviewer on
a transaction rated by any of Moody’s, Fitch, KBRA, S&P or DBRS Morningstar and that has not been a special servicer, operating
advisor or asset representations reviewer on a transaction for which any of Moody’s, Fitch, KBRA, S&P and DBRS Morningstar has
qualified, downgraded or withdrawn its rating or ratings of, one or more classes of certificates for such transaction citing servicing
or other relevant concerns with the special servicer, operating advisor or asset representations reviewer, as applicable, as the sole
or material factor in such rating action, (b) can and will make the representations and warranties set forth in Section 6.01(d),
(c) is not (and is not affiliated (including Risk Retention Affiliated) with) a Mortgage Loan Seller, Master Servicer, Special Servicer,
the Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder, the Risk Retention Consultation Party, any
Subsequent Third Party Purchaser, the Park West Village Third Party Purchaser, the Pooled HRR Retaining Party or any of their respective
Affiliates (including Risk Retention Affiliates), (d) has neither performed (and is not




    	 	-49-	 



    


    

affiliated with any party hired to perform)
any due diligence, loan underwriting, brokerage, borrower advisory or similar services with respect to any Mortgage Loan or any related
Companion Loan prior to the Closing Date for or on behalf of any Mortgage Loan Seller, any Underwriter, the Risk Retention Consultation
Party, any Subsequent Third Party Purchaser, the Park West Village Third Party Purchaser, any party to this Agreement or the Directing
Certificateholder or any of their respective Affiliates, nor been paid any fees, compensation or other remuneration by any of them in
connection with any such services, and (e) does not directly or indirectly, through one or more Affiliates or otherwise, own any
interest in any Certificates, any Mortgage Loans, any Companion Loan or any securities backed by a Companion Loan or otherwise have any
financial interest in the securitization transaction to which this Agreement relates, other than in fees from its role as Asset Representations
Reviewer (or as Operating Advisor, if applicable).


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


“Enforcing Party”:
The person obligated to or that elects pursuant to the terms of this Agreement to enforce the rights of the Trust against the related
Mortgage Loan Seller with respect to the Repurchase Request.


“Enforcing Servicer”:
The Special Servicer.




    	 	-50-	 



    


    

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


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


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


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


“ERISA Restricted
Certificate”: Any Certificate (other than a Class R Certificate) that does not meet the requirements of U.S. Department
of Labor Final Authorization Number 2004-03E (as such exemption may be amended from time to time) as of the date of the acquisition of
such Certificate by a Plan. As of the Closing Date, each of the Class X-F, Class F, Class G-RR, Class H-RR and Class PWV-RR
Certificates is an ERISA Restricted Certificate.


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


“Euroclear”:
The Euroclear System or any successor thereto.


“Excess Modification
Fee Amount”: With respect to either the Master Servicer or the Special Servicer, any Corrected Loan and any particular modification,
waiver, extension or amendment with respect to such Corrected Loan that gives rise to the payment of a Workout Fee, an amount equal to
the aggregate of any Excess Modification Fees paid by or on behalf of the related Mortgagor with respect to the related Mortgage Loan
(including the related Serviced Companion Loan, if applicable, unless prohibited under the related Intercreditor Agreement) and received
and retained by the Master Servicer or the Special Servicer, as applicable, as compensation within the prior twelve (12) months of such
modification, waiver, extension or amendment, but only to the extent those fees have not previously been deducted from a Workout Fee or
Liquidation Fee.


“Excess Modification
Fees”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan, the sum of (A) the
excess, if any, of (i) any and all Modification Fees (other than fees collected with respect to a COVID Modification) with respect
to a modification, waiver, extension or amendment of any of the terms of such Mortgage Loan or Serviced Whole Loan over (ii) all
unpaid or unreimbursed additional expenses (including, without limitation, reimbursement of Advances and interest on Advances to the extent
not otherwise paid or reimbursed by the Mortgagor but excluding Special Servicing Fees, Workout Fees and Liquidation Fees) outstanding
or previously incurred on behalf of the Trust with respect to the related Mortgage Loan or Serviced Whole Loan, as applicable, and reimbursed
from such Modification Fees and (B) expenses previously paid or




    	 	-51-	 



    


    

reimbursed from Modification Fees as described
in the preceding clause (A), which expenses have been recovered from the related Mortgagor or otherwise. With respect to each
of the Master Servicer and the Special Servicer, the Excess Modification Fees collected and earned by such Person from the related Mortgagor
(taken in the aggregate with any other Excess Modification Fees collected and earned by such Person from the related Mortgagor within
the prior twelve (12) months of the collection of the current Excess Modification Fees) will be subject to a cap of 1.00% of the outstanding
principal balance of the related Mortgage Loan or Serviced Whole Loan, as applicable, on the closing date of the related modification,
extension, waiver or amendment (after giving effect to such modification, extension, waiver or amendment) with respect to any Mortgage
Loan or Serviced Whole Loan, as applicable.


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


“Excluded Controlling
Class Holder”: With respect to any Excluded Controlling Class Loan and/or any Excluded Loan, the Directing Certificateholder
or any Controlling Class Certificateholder, as applicable, (or, with respect to the Park West Village Whole Loan, prior to the Park West
Village Note B-A Control Appraisal Period, the Park West Village Loan-Specific Controlling Class Representative or any Park West Village
Loan-Specific Controlling Class Certificateholder) that is a Borrower Party with respect to such Excluded Controlling Class Loan and/or
Excluded Loan. Promptly upon obtaining actual knowledge of the Directing Certificateholder, any Controlling Class Certificateholder, the
Park West Village Loan-Specific Controlling Class Representative or any Park West Village Loan-Specific Controlling Class Certificateholder
becoming an “Excluded Controlling Class Holder”, such Directing Certificateholder, any Controlling Class Certificateholder,
the Park West Village Loan-Specific Controlling Class Representative or any Park West Village Loan-Specific Controlling Class Certificateholder,
as applicable, shall provide notice in the form of Exhibit P-1E hereto to the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee and the Certificate Administrator, which notice shall be physically delivered in accordance with Section 13.05
of this Agreement and shall specifically identify the Excluded Controlling Class Holder and identifying the related Mortgage Loan, specifying
whether it is (A) an Excluded Controlling Class Loan or (B) both an Excluded Loan and an Excluded Controlling Class Loan. Additionally,
any Excluded Controlling Class Holder shall also send to the Certificate Administrator a notice substantially in the form of Exhibit
P-1F hereto, which notice shall provide each of the CTSLink User ID associated with such Excluded Controlling Class Holder, and which
notice shall direct the Certificate Administrator to restrict such Excluded Controlling Class Holder’s access to the Certificate
Administrator’s Website as and to the extent provided in this Agreement. As of the Closing Date, there is no Excluded Controlling
Class Holder related to the Trust.


“Excluded Controlling
Class Loan”: Any Mortgage Loan or Whole Loan as to which the Directing Certificateholder would otherwise be entitled to exercise
control rights (not taking into account the effect of any Control Termination Event) and with respect to which, as of any date of determination,
the Directing Certificateholder or any Controlling Class Certificateholder (or, with respect to the Park West Village Whole Loan during
a Park West Village Note B-B Control Appraisal Period but prior to the continuation of a Park West Village Note B-A Control Appraisal
Period, the Park West Village Loan-Specific Controlling Class




    	 	-52-	 



    


    

Representative), as applicable, is a Borrower
Party. As of the Closing Date, there are no Excluded Controlling Class Loans related to the Trust.


“Excluded Information”:
With respect to any Excluded Controlling Class Loan, any information solely related to such Excluded Controlling Class Loan and/or the
related Mortgaged Properties, which shall include the Asset Status Reports, Final Asset Status Reports (or summaries thereof), inspection
reports related to Specially Serviced Loans conducted by the Special Servicer or any Excluded Special Servicer, any Operating Advisor
reports delivered to the Certificate Administrator regarding a Special Servicer’s net present value determination, any Appraisal
Reduction Amount calculations delivered pursuant to Section 3.26(d) and Section 3.26(e), and any Officer’s Certificates
delivered by the Trustee, the Master Servicer or the Special Servicer supporting any determination that any Advance was (or, if made,
would be) a Nonrecoverable Advance, or such other information and reports designated as Excluded Information by the Special Servicer,
the Master Servicer or the Operating Advisor, as applicable, other than such information with respect to such Excluded Controlling Class
Loan(s) that is aggregated with information of other Mortgage Loans at a pool level. For the avoidance of doubt, any file or report contained
in the CREFC® Investor Reporting Package (CREFC® IRP) (other than the CREFC® Special Servicer
Loan File relating to any Excluded Controlling Class Loan) and any Schedule AL Additional File shall not be considered “Excluded
Information”. Each of the Master Servicer, the Special Servicer or the Operating Advisor shall deliver any Excluded Information
that is to be posted to the Certificate Administrator’s Website to the Certificate Administrator in accordance with Section 3.33(a)
hereof. For the avoidance of doubt, the Certificate Administrator’s obligation to segregate any information delivered to it under
the “Excluded Information” tab on the Certificate Administrator’s Website shall be triggered solely by such information
being delivered in the manner provided in Section 3.33(a) hereof.


“Excluded Loan”:
(1) With respect to the Directing Certificateholder, a Mortgage Loan or Whole Loan as to which the Directing Certificateholder would otherwise
be entitled to exercise control rights (not taking into account the effect of any Control Termination Event) with respect to which, as
of any date of determination, (a) the Directing Certificateholder (except for purposes of determining (i) whether a Servicing Shift Mortgage
Loan or Servicing Shift Whole Loan is an Excluded Loan with respect to the related Loan-Specific Directing Certificateholder) is a Borrower
Party; (b) the holder of the majority of the Controlling Class is a Borrower Party (except for purposes of determining whether the Park
West Village Whole Loan is an Excluded Loan prior to the occurrence and continuance of a Park West Village Note B-A Control Appraisal
Period); or (c) with respect to the Park West Village Whole Loan during a Park West Village Note B-B Control Appraisal Period but prior
to the continuation of a Park West Village Note B-A Control Appraisal Period, the holder of the majority of the Park West Village Loan-Specific
Controlling Class Certificates is a Borrower Party; and (2) with respect to the Risk Retention Consultation Party, a Mortgage Loan or
Whole Loan with respect to which, as of any date of determination, the Risk Retention Consultation Party or the Holder of a majority of
the VRR Interest is a Borrower Party. For the avoidance of doubt, any Excluded Loan is also an Excluded Controlling Class Loan. As of
the Closing Date, there is no Excluded Loan with respect to the Directing Certificateholder or the Risk Retention Consultation Party.


“Excluded Special
Servicer”: With respect to any Excluded Special Servicer Loan, a replacement special servicer that is not a Borrower Party with
respect to such Excluded




    	 	-53-	 



    


    

Special Servicer Loan and satisfies all of
the eligibility requirements applicable to the Special Servicer set forth in Section 7.01(g). As of the Closing Date, there
is no Excluded Special Servicers related to the Trust.


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


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


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


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


“FBRT”:
Franklin BSP Realty Trust, Inc., a Maryland corporation, or its successor in interest.


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


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




    	 	-54-	 



    


    

Serviced Loan in accordance with the procedures
described in Section 3.19(d). Each Final Asset Status Report shall be labeled or otherwise identified as being final.


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


“Final Recovery
Determination”: A reasonable determination by the Special Servicer, in consultation with the Directing Certificateholder if
related to a Mortgage Loan or the Trust Subordinate Companion Loan other than an Excluded Loan and made prior to the occurrence of a Consultation
Termination Event, with respect to any Defaulted Loan (and, if applicable, any defaulted Companion Loan) or Corrected Loan or REO Property
or the Trust Subordinate Companion Loan (other than a Mortgage Loan or REO Property or the Trust Subordinate Companion Loan, as the case
may be, that was purchased by (i) any of the Mortgage Loan Sellers or Additional Repurchase Obligors pursuant to Section 5 or
Section 19, as applicable, of the applicable Mortgage Loan Purchase Agreement, (ii) the Special Servicer or other person pursuant
to Section 3.16(b), any Companion Holder or any mezzanine lender pursuant to Section 3.16 or (iii) the Master
Servicer, Special Servicer, the Holders of the Controlling Class, or the Holders of the Class R Certificates pursuant to Section 9.01)
that there has been a recovery of all Insurance and Condemnation Proceeds, Liquidation Proceeds, REO Revenue and other payments or recoveries
that, in the Special Servicer’s judgment, which judgment was exercised without regard to any obligation of the Special Servicer
to make payments from its own funds pursuant to Section 3.07(b), will ultimately be recoverable. With respect to all Mortgage
Loans other than the Excluded Loans, prior to the occurrence and continuance of any Control Termination Event, the Directing Certificateholder
shall have ten (10) Business Days to review and approve each such recovery determination by the Special Servicer; provided,
however, that if the Directing Certificateholder fails to approve or disapprove any recovery determination within ten (10) Business
Days of receipt of the initial recovery determination, such consent shall be deemed given.


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


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


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


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


“Franchise Required
Mortgage Loan”: Any Mortgage Loan subject to a franchise agreement with a related comfort letter in favor of the respective
Mortgage Loan Seller that




    	 	-55-	 



    


    

requires notice to or request of the related
franchisor to transfer or assign any related comfort letter to the Trust or otherwise have a new comfort letter issued in the name of
the Trust. For the avoidance of doubt, the only Franchise Required Mortgage Loans with respect to the Trust are the Mortgage Loans secured
by the Mortgaged Properties identified as A&R Hospitality Portfolio (applicable to all Mortgaged Properties except for the Beachside
Gulf Shores Mortgaged Property), Courtyard Sandestin, Residence Inn Sandestin, HIE Douglasville and Hampton Inn & Suites Birmingham
on the Mortgage Loan Schedule.


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


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


“Gain-on-Sale Reserve
Account”: A custodial account or accounts (or subaccount of the Distribution Account) held as an asset of the Lower-Tier REMIC
and created and maintained by the Certificate Administrator, pursuant to Section 3.04(e) on behalf of the Trustee for the benefit
of the Pooled Certificateholders, which shall initially be entitled “Computershare Trust Company, National Association, as Certificate
Administrator, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered Holders of BBCMS Mortgage
Trust 2022-C17, Commercial Mortgage Pass Through Certificates, Series 2022-C17, Gain-on-Sale Reserve Account”. Any such account
shall be an Eligible Account or a subaccount of an Eligible Account.


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


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


“Hazardous Materials”:
Any dangerous, toxic or hazardous pollutants, chemicals, wastes or substances, including, without limitation, those so identified pursuant
to CERCLA or any other federal, state or local environmental related laws and regulations, and specifically including, without limitation,
asbestos and asbestos-containing materials, polychlorinated biphenyls, radon gas, petroleum and petroleum products, urea formaldehyde
and any substances




    	 	-56-	 



    


    

classified as being “in inventory,”
“usable work in process” or similar classification which would, if classified as unusable, be included in the foregoing definition.


“Impermissible Asset
Representations Reviewer Affiliate”: As defined in Section 3.31.


“Impermissible Operating
Advisor Affiliate”: As defined in Section 3.31.


“Impermissible Risk
Retention Affiliate”: As defined in Section 3.31.


“Impermissible TPP
Affiliate”: As defined in Section 3.31.


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


“Independent Contractor”:
Either (i) any Person that would be an “independent contractor” with respect to the Trust within the meaning of Section 856(d)(3)
of the Code if the Trust were a real estate investment trust (except that the ownership test set forth in that Section shall be considered
to be met by any Person that owns, directly or indirectly, 35% or more of any Class of Certificates, or such other interest in any Class
of Certificates as is set forth in an




    	 	-57-	 



    


    

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


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


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


“Initial Purchasers”:
Barclays Capital Inc., SG Americas Securities, LLC, UBS Securities LLC, BMO Capital Markets Corp., KeyBanc Capital Markets Inc., Bancroft
Capital, LLC and Drexel Hamilton, LLC.


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


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


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




    	 	-58-	 



    


    

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


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


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


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


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


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


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


“Intercreditor Agreement”:
Each intercreditor agreement, co-lender agreement or other similar agreement between noteholders relating to a Whole Loan described in
the table under the heading “Whole Loans” in the Preliminary Statement hereto, and any intercreditor agreement entered into
in connection with the issuance to the direct or indirect equity holders in the Mortgagor of any existing mezzanine indebtedness or any
future mezzanine indebtedness permitted under the related Mortgage Loan documents.




    	 	-59-	 



    


    

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


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


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


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


“Interest Reserve
Account”: The trust account or subaccount of the Distribution Account created and maintained by the Certificate Administrator
pursuant to Section 3.04(b) initially in the name of “Computershare Trust Company, National Association, as Certificate
Administrator, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of BBCMS Mortgage
Trust 2022-C17, Commercial Mortgage Pass-Through Certificates, Series 2022-C17, Interest Reserve Account”, into which the amounts
set forth in Section 3.21 shall be deposited directly and which must be an Eligible Account or subaccount of an Eligible Account.


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


“Interested Person”:
As of the date of any determination, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator, the Trustee, the Directing Certificateholder, the Risk Retention Consultation Party, any sponsor,
any Borrower Party, any Independent Contractor




    	 	-60-	 



    


    

engaged by the Special Servicer, or any known
Affiliate of any of the preceding entities. With respect to a Whole Loan if it is a Defaulted Loan, the Depositor, the Master Servicer,
the Special Servicer (or any Independent Contractor engaged by such Special Servicer), or the trustee for the securitization of a Companion
Loan, and each related Companion Holder or its representative, any holder of a related mezzanine loan, or any known Affiliate of any such
party described above.


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


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


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


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


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




    	 	-61-	 



    


    

“Joint Mortgage
Loan”: Any Mortgage Loan comprised of multiple Mortgage Notes that are being sold separately to the Depositor by more than one
Mortgage Loan Seller. For the avoidance of doubt, the A&R Hospitality Portfolio Mortgage Loan and the 4141 NE 2nd Avenue Mortgage
Loan are the only Joint Mortgage Loans related to the Trust.


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


“KeyBank”:
KeyBank National Association, a national banking association, or its successor in interest.


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


“Legal Fee Reserve
Account”: The account created and maintained by the Certificate Administrator pursuant to Section 3.04(b), in the
name of the “Legal Fee Reserve Account”, into which the amounts set forth in Section 3.04(b) shall be deposited
directly and which must be an Eligible Account.


“Liquidation Event”:
With respect to any Mortgage Loan, the Trust Subordinate Companion Loan or with respect to any REO Property (and the related REO Loan),
any of the following events: (i) such Mortgage Loan or Trust Subordinate Companion Loan is paid in full; (ii) a Final Recovery
Determination is made with respect to such Mortgage Loan or Trust




    	 	-62-	 



    


    

Subordinate Companion Loan; (iii) such
Mortgage Loan is repurchased by the applicable Mortgage Loan Seller or Additional Repurchase Obligor pursuant to Section 5 or Section
19, as applicable, of the related Mortgage Loan Purchase Agreement; (iv) such Mortgage Loan or Trust Subordinate Companion Loan is
purchased by the Special Servicer, or by any Companion Holder, any Park West Village Directing Holder or any mezzanine lender (as applicable)
pursuant to Section 3.16 (and the related Intercreditor Agreement, as applicable); (v) such Mortgage Loan or Trust Subordinate
Companion Loan is purchased by the Special Servicer, the Master Servicer, the Holders of the majority of the Controlling Class or the
Holders of the Class R Certificates pursuant to Section 9.01 or acquired by the Sole Certificateholder in exchange for
its Certificates pursuant to Section 9.01; or (vi) such Mortgage Loan or Trust Subordinate Companion Loan is sold by
the Special Servicer pursuant to the terms of this Agreement.


“Liquidation Expenses”:
All customary, reasonable and necessary “out of pocket” costs and expenses incurred by the Special Servicer in connection
with a liquidation of any Specially Serviced Loan or REO Property (except with respect to a Non-Serviced Mortgaged Property) pursuant
to Section 3.16 (including, without limitation, legal fees and expenses, committee or referee fees and, if applicable, brokerage
commissions and conveyance taxes).


“Liquidation Fee”:
A fee payable to the Special Servicer (A) with respect to each Specially Serviced Loan or REO Property (except with respect to a
Non-Serviced Mortgaged Property) as to which the Special Servicer receives (i) a full, partial or discounted payoff from the
related Mortgagor or (ii) any Liquidation Proceeds or Insurance and Condemnation Proceeds with respect to the related Mortgage Loan
(including the related Companion Loan, if applicable), or REO Property (in any case, other than amounts for which a Workout Fee has been
paid, or will be payable), equal to the product of the Liquidation Fee Rate and the proceeds of such full, partial or discounted payoff
or other partial payment or the Liquidation Proceeds or Insurance and Condemnation Proceeds (net of the related costs and expenses associated
with the related liquidation) related to such liquidated Specially Serviced Loan or REO Property, as the case may be, and (B) with
respect to each Mortgage Loan and each Serviced Companion Loan (with respect to any Serviced Companion Loan, only to the extent that (i)
the Special Servicer is enforcing the related mortgage loan seller’s obligations under the applicable mortgage loan purchase agreement
with respect to such Serviced Companion Loan and (ii) the related Liquidation Fee is not otherwise required to be paid to the special
servicer engaged with respect to such Serviced Companion Loan securitization trust or otherwise prohibited from being paid to the Special
Servicer (in each case, under the related Other Pooling and Servicing Agreement)) as to which the Special Servicer obtains any payment
or Loss of Value Payment from the applicable mortgage loan seller in connection with the repurchase of such Mortgage Loan and Serviced
Companion Loan in accordance with Section 2.03(l), equal to the product of the Liquidation Fee Rate and the related payment
or Loss of Value Payment (exclusive of Default Interest); provided, however, that any such fee payable with respect to the Serviced
Companion Loan shall be payable solely from proceeds on such Serviced Companion Loan; provided, however, that no Liquidation
Fee shall be payable with respect to (a) the purchase of any Specially Serviced Loan by the Special Servicer or any Affiliate thereof
(except if such Affiliate purchaser is the Directing Certificateholder or any Affiliate thereof; provided, however, that
prior to the occurrence and continuance of a Control Termination Event, if the Directing Certificateholder or an Affiliate thereof, purchases
any Specially Serviced Loan within ninety (90) days after the




    	 	-63-	 



    


    

Special Servicer delivers to the Directing
Certificateholder for its approval the initial Asset Status Report with respect to such Specially Serviced Loan, the Special Servicer
will not be entitled to a Liquidation Fee in connection with such purchase by the Directing Certificateholder or its Affiliates), (b)
any event described in clause (iv) and (vii) of the definition of “Liquidation Proceeds” (or any substitution in lieu of a
repurchase) so long as such repurchase, substitution or Loss of Value Payment occurs prior to the termination of the Extended Cure Period,
(c) any event described in clauses (v) and (vi) of the definition of “Liquidation Proceeds”, as long as, with respect to a
purchase pursuant to clause (vi) of the definition of “Liquidation Proceeds”, a purchase occurs within ninety (90) days following
the date that the first purchase option trigger occurs resulting in such purchase option holder’s purchase option becoming exercisable
during that period prior to such Mortgage Loan becoming a Corrected Loan pursuant to the related Intercreditor Agreement, (d) with
respect to a Serviced Companion Loan, (x) a repurchase of such Serviced Companion Loan by the related Mortgage Loan Seller for a
breach of a representation or warranty or for a defective or deficient mortgage loan documentation under an Other Pooling and Servicing
Agreement within the time period (or extension thereof) provided for such repurchase of such repurchase occurs prior to the termination
of the extended resolution period provided therein or (y) a purchase of such Serviced Companion Loan by any applicable party to the
Other Pooling and Servicing Agreement pursuant to a clean-up call or similar liquidation of the Other Securitization, or (e) if a
Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced Loan solely because of a Servicing Transfer Event described in clause (ii)
of the definition of “Servicing Transfer Event”, Liquidation Proceeds are received within ninety (90) days following the related
Maturity Date as a result of such Mortgage Loan or Serviced Whole Loan being refinanced or otherwise repaid in full (but, in the event
that a Liquidation Fee is not payable due to the application of any of clauses (a) through (e) above, the Special Servicer
may still collect and retain a Liquidation Fee and similar fees from the related Mortgagor to the extent provided for in, or not prohibited
by, the related loan documents); provided that the Liquidation Fee with respect to any Specially Serviced Loan will be reduced
by the amount of any Excess Modification Fees paid by or on behalf of the related Mortgagor with respect to the related Mortgage Loan
and any related Companion Loan, as applicable, or REO Property and received by the Special Servicer as compensation within the prior twelve
(12) months, but only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee. No Liquidation
Fee shall be payable in connection with a Loss of Value Payment by a Mortgage Loan Seller, if the applicable Mortgage Loan Seller makes
such Loss of Value Payment within ninety (90) days of receipt of notice of a breach (and giving effect to an extension period of ninety
(90) days).


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


“Liquidation Proceeds”:
Cash amounts received by or paid to the Master Servicer or the Special Servicer in connection with: (i) the liquidation (including
any full, partial or discounted payoff) of a Mortgaged Property or other collateral constituting security for a Defaulted Loan or defaulted
Companion Loan, if applicable, through a trustee’s sale, foreclosure sale, REO Disposition or otherwise, exclusive of any portion
thereof required to be released to




    	 	-64-	 



    


    

the related Mortgagor in accordance with applicable
law and the terms and conditions of the related Mortgage Note and Mortgage; (ii) the realization upon any deficiency judgment obtained
against a Mortgagor; (iii) any sale of (A) a Specially Serviced Loan pursuant to Section 3.16(a) or (B) any
REO Property pursuant to Section 3.16(b); (iv) the repurchase of a Mortgage Loan or Trust Subordinate Companion Loan
by the applicable Mortgage Loan Seller or Additional Repurchase Obligor pursuant to Section 5 or Section 19, as applicable, of the
related Mortgage Loan Purchase Agreement; (v) the purchase of a Mortgage Loan, REO Property or Trust Subordinate Companion Loan by
the Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
pursuant to Section 9.01; (vi) the purchase of a Mortgage Loan, Trust Subordinate Companion Loan or an REO Property by
(a) the applicable Subordinate Companion Holder or (b) the related mezzanine lender pursuant to Section 3.16 and the
related Intercreditor Agreement; or (vii) the transfer of any Loss of Value Payments from the Loss of Value Reserve Fund to the Collection
Account in accordance with Section 3.05(g) of this Agreement (provided that, for the purpose of determining the amount
of the Liquidation Fee (if any) payable to the Special Servicer in connection with such Loss of Value Payment, the full amount of such
Loss of Value Payment shall be deemed to constitute “Liquidation Proceeds” from which the Liquidation Fee (if any) is payable
as of such time such Loss of Value Payment is made by the applicable Mortgage Loan Seller). With respect to any Whole Loan, as used in
this Agreement, Liquidation Proceeds shall refer to such portion of Liquidation Proceeds to the extent allocable to the related Mortgage
Loan or related Companion Loan, as applicable, pursuant to the terms of the related Intercreditor Agreement.


“LMF”:
LMF Commercial, LLC, a Delaware limited liability company, or its successor in interest.


“Loan-Specific Certificateholder”:
A Certificateholder of a Loan-Specific Certificate.


“Loan-Specific Certificates”:
The Class PWV-A, Class PWV-B and Class PWV-RR Certificates, collectively.


“Loan-Specific Directing
Certificateholder”: With respect to any Servicing Shift Whole Loan, the “Controlling Holder”, the “Directing
Certificateholder”, the “Directing Holder”, the “Directing Lender” or any analogous concept set forth under
the related Intercreditor Agreement. Prior to the applicable Servicing Shift Date, a Loan-Specific Directing Certificateholder with respect
to the related Servicing Shift Whole Loan will be the holder of the related Servicing Shift Control Note. With respect to each Servicing
Shift Whole Loan, on and after the applicable Servicing Shift Date, there will be no Loan-Specific Directing Certificateholder under this
Agreement. As of the Closing Date, the Loan-Specific Directing Certificateholder with respect to the Saks Fulfillment Center Mortgage
Loan is Bank of Montreal.


“Loan-Specific Initial
Purchasers”: BMO Capital Markets Corp. and Barclays Capital Inc.




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“Loan-Specific Principal
Balance Certificates”: Each of the Class PWV-A, Class PWV-B and Class PWV-RR Certificates.


“Loan-Specific Transfer
Restriction Period”: The period from the Closing Date to the earlier of: (a) the latest of (i) the date on which the
unpaid principal balance of the Trust Subordinate Companion Loan has been reduced to 33.0% of the Cut-off Date Balance of the Trust Subordinate
Companion Loan; (ii) the date on which the aggregate outstanding principal balance of the Loan-Specific Principal Balance Certificates
has been reduced to 33.0% of the aggregate outstanding principal balance of the Loan-Specific Principal Balance Certificates as of the
Closing Date; or (iii) two years after the Closing Date; (b) the date on which the Trust Subordinate Companion Loan has been
fully defeased in accordance with the applicable requirements of the Risk Retention Rules; and (c) the date on which the Risk Retention
Rules have been effectively abolished or officially determined by the OCC, the Board of Governors of the Federal Reserve System, the FDIC,
the Federal Housing Finance Agency, the Commission and the Department of Housing and Urban Development to be no longer applicable to the
Trust.


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


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


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


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


“Lower-Tier Regular
Interests”: Any of the Class LA1, Class LA2, Class LA3, Class LA4, Class LA5, Class LASB, Class LAS, Class LB,
Class LC, Class LD, Class LE, Class LF, Class LGRR and Class LHRR Uncertificated Interests.


“Lower-Tier
REMIC”: One of three separate REMICs comprising a portion of the Trust Fund, the assets of which consist of the Mortgage Loans
and the proceeds thereof, any REO Property with respect thereto (or an allocable portion thereof, in the case of any Serviced Mortgage
Loan), or the Trust’s beneficial interest in the REO Property with respect to a Non-Serviced Whole Loan, such amounts as shall
from time to time be held in the Collection Account (other than with respect to any Companion Loan), the related portion of the REO Account,
if any, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Lower-Tier REMIC Distribution Account, and all
other properties included in the Trust Fund




    	 	-66-	 



    


    

that are not in the Trust Subordinate Companion
Loan REMIC or the Upper-Tier REMIC, except for the Loss of Value Reserve Fund.


“Lower-Tier
REMIC Distribution Account”: The segregated account, accounts or sub-accounts created and maintained by the Certificate
Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders, which shall initially
be entitled “Computershare Trust Company, National Association, as Certificate Administrator, on behalf of Wilmington Trust, National
Association, as Trustee, for the benefit of the registered holders of BBCMS Mortgage Trust 2022-C17, Commercial Mortgage Pass-Through
Certificates, Series 2022-C17, Lower-Tier REMIC Distribution Account”. Any such account, accounts or sub-accounts shall
be an Eligible Account.


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


“MAI”:
Member of the Appraisal Institute.


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


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


“Master Servicer”:
With respect to each of the Mortgage Loans, KeyBank National Association, and its successors in interest and assigns, or any successor
appointed as allowed herein.


“Material Defect”:
With respect to any Mortgage Loan or the Trust Subordinate Companion Loan, a Defect in any Mortgage File or a Breach, which Defect or
Breach, as the case may be, materially and adversely affects the value of such Mortgage Loan or Trust Subordinate Companion Loan, the
value of the related Mortgaged Property or the interests of the Trustee or any Certificateholder therein or causes such Mortgage Loan
or Trust Subordinate Companion Loan to be other than a “qualified mortgage” within the meaning of Section 860G(a)(3) of the
Code, but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective Mortgage Loan to be treated
as a qualified mortgage.


“Material Document
Defect”: With respect to any Mortgage Loan, any Defect that materially and adversely affects the value of such Mortgage Loan
or the interests of the Certificateholders, or any of them, in the affected Mortgage Loan, including, but not limited to, a material and
adverse effect on any of the distributions distributable with respect to any of the Certificates or on the value of those Certificates.


“Maturity Date”:
With respect to any Mortgage Loan, Whole Loan or Companion Loan, as of any date of determination, the date on which the last payment of
principal is due and payable under the related Mortgage Note, after taking into account all Principal Prepayments received prior to such
date of determination, but without giving effect to




    	 	-67-	 



    


    

(i) any acceleration of the principal
of such Mortgage Loan, Whole Loan or Companion Loan by reason of default thereunder or (ii) any Grace Period permitted by the related
Mortgage Note.


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


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


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


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


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


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


“Mortgage File”:
With respect to each Mortgage Loan or Companion Loan, if applicable, but subject to Section 2.01, collectively the following
documents; provided that for the avoidance of doubt, references to the Mortgage File for the Trust Subordinate Companion Loan shall
refer to the Mortgage File for the Park West Village Mortgage Loan and the Mortgage Note(s) evidencing such Trust Subordinate Companion
Loan:


(i)                                  the original
Mortgage Note, endorsed on its face or by allonge to the Mortgage Note, without recourse, to “Pay to the order of Wilmington Trust,
National Association, as Trustee for the benefit of the registered holders of BBCMS Mortgage Trust 2022-C17, Commercial Mortgage Pass-Through
Certificates, Series 2022-C17, without recourse, representation or warranty” or in blank and further showing a complete, unbroken
chain of endorsement from the originator (or, if the original Mortgage Note has been lost, an affidavit to such effect from the related
Mortgage Loan Seller or another prior holder, together with a copy of the Mortgage Note and an indemnity properly assigned and endorsed
to the Trustee);




    	 	-68-	 



    


    

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


(iii)                            an original
Assignment of Mortgage, in complete and recordable form (except for the name of the assignee, if delivered in blank, and except for recording
information not yet available, if the Mortgage or an assignment thereof has not been returned from the applicable recording office),
executed by the most recent assignee of record thereof prior to the Trustee, or if none, by the originator to “Wilmington Trust,
National Association, as trustee for the benefit of the registered holders of BBCMS Mortgage Trust 2022-C17, Commercial Mortgage Pass-Through
Certificates, Series 2022-C17” or in blank and, in the case of any Serviced Whole Loan, in its capacity as “Lead Securitization
Note Holder” or similar capacity under the related Intercreditor Agreement on behalf of the related Serviced Companion Noteholders;


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


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


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


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


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




    	 	-69-	 



    


    

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


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


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


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


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


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


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


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


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


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


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


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




    	 	-70-	 



    


    

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


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


“Mortgage Loan”:
Each of the mortgage loans (other than the Trust Subordinate Companion Loan) which, for the avoidance of doubt, includes each Crossed
Mortgage Loan Group, each of which, for the purposes of this Agreement, shall be treated as one Mortgage Loan provided that each
individual Crossed Underlying Loan with any such Crossed Mortgage Loan




    	 	-71-	 



    


    

Group shall not be included in this definition
of Mortgage Loan) transferred and assigned to the Trustee pursuant to Section 2.01 and to be held by the Trust. As used herein,
the term “Mortgage Loan” includes the related Mortgage Note, Mortgage and other documents contained in the related Mortgage
File and any related agreements. The term “Mortgage Loan” shall, as of any date of determination, include any Qualified Substitute
Mortgage Loan that has replaced a Mortgage Loan pursuant to Section 2.03 and exclude any such replaced Mortgage Loan.


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


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


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


(i)                                  the loan identification
number (as specified in Annex A-1 to the Prospectus);


(ii)                               the Mortgagor’s
name;


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


(iv)                           the Mortgage
Rate in effect at origination;


(v)                              the Net Mortgage Rate in effect at the Cut-off Date;


(vi)                           the original principal balance;


(vii)                        the Cut-off Date Balance;


(viii)                     the (a) original term to stated maturity, (b) remaining term to stated maturity and (c) Maturity Date;


(ix)                             the original and remaining amortization terms;


(x)                                the amount of the Periodic Payment due on the first Due Date following the Cut-off Date;


(xi)                             the applicable Servicing Fee Rate;


(xii)                          whether the Mortgage Loan is a 30/360 Mortgage Loan or an Actual/360 Mortgage Loan;




    	 	-72-	 



    


    

(xiii)                       whether such
Mortgage Loan is secured by the related Mortgagor’s interest in a ground lease;


(xiv)                      identifying
any Mortgage Loans with which such Mortgage Loan is cross-defaulted or cross-collateralized;


(xv)                         whether the related Mortgage Loan has a guarantor;


(xvi)                      whether the related Mortgage Loan is secured by a letter of credit;


(xvii)                   amount of any reserve or escrowed funds that were deposited at origination and any ongoing periodic deposit requirements;


(xviii)                number of grace days;


(xix)                        whether a cash management agreement or lock-box agreement is in place;


(xx)                           the general property type of the related Mortgaged Property;


(xxi)                        whether the related Mortgage Loan permits defeasance;


(xxii)                    [reserved]; and


(xxiii)                  the number of units, rooms, beds, pads or square feet with respect to each Mortgaged Property.


Notwithstanding the foregoing,
clauses (i) – (xxiii) above insofar as they relate to the Park West Village Mortgage Loan shall also apply to the
Trust Subordinate Companion Loan, except with respect to the Trust Subordinate Companion Loan, (i) the original principal balance is equal
to $66,500,000, (ii) the Stated Principal Balance as of the Cut-off Date is equal to $66,500,000 and (iii) the Servicing Fee Rate shall
be 0.00250%.


“Mortgage Loan Seller”:
Each of (i) Barclays, (ii) KeyBank, (iii) SGFC, (iv) BSPRT, (v) BMO, (vi) UBS, (vii) LMF and (viii) AREF.


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


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


“Mortgage Rate”:
With respect to: (i) any Mortgage Loan (including any Non-Serviced Mortgage Loan) or related Serviced Pari Passu Companion Loan on
or prior to its




    	 	-73-	 



    


    

Maturity Date, the annual rate at which interest
is scheduled (in the absence of a default) to accrue on such Mortgage Loan or related Serviced Pari Passu Companion Loan from time to
time in accordance with the related Mortgage Note and applicable law; or (ii) any Mortgage Loan or related Serviced Pari Passu Companion
Loan after its Maturity Date, the annual rate described in clause (i) above determined without regard to the passage of such
Maturity Date.


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


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


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


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


“Net Mortgage Rate”:
With respect to each Mortgage Loan (including any Non-Serviced Mortgage Loan), any REO Loan (including any portion of an REO Loan related
to the Trust Subordinate Companion Loan, but excluding the portion of an REO Loan related to any other Companion Loan) and the Trust Subordinate
Companion Loan as of any date of determination, a rate per annum equal to the related Mortgage Rate then in effect, minus
the related Administrative Cost Rate; provided, however, that for purposes of calculating Pass-Through Rates, the Net
Mortgage Rate for any Mortgage Loan or the Trust Subordinate Companion Loan will be determined without regard to any modification, waiver
or amendment of the terms of the related Mortgage Loan or Trust Subordinate Companion Loan, whether agreed to by the Master Servicer,
the Special Servicer, a Non-Serviced Master Servicer or a Non-Serviced Special Servicer or resulting from a bankruptcy, insolvency or
similar proceeding involving the related Mortgagor; provided, further, that for any Mortgage Loan or Trust Subordinate Companion
Loan that does not accrue interest on the basis of a 360-day year consisting of twelve 30-day months, then, solely for purposes
of calculating Pass-Through Rates, the Pooled Weighted Average Net Mortgage Rate and the Park West Village Weighted Average Net Mortgage
Rate, the Net Mortgage Rate of such Mortgage Loan or Trust Subordinate Companion Loan or for any one-month period preceding a related
Due Date will be the




    	 	-74-	 



    


    

annualized rate at which interest would have
to accrue in respect of such Mortgage Loan or Trust Subordinate Companion Loan on the basis of a 360-day year consisting of twelve
30-day months in order to produce the aggregate amount of interest actually accrued in respect of such Mortgage Loan or Trust Subordinate
Companion Loan during such one-month period at the related Net Mortgage Rate; provided, further, that, with respect
to each Actual/360 Mortgage Loan, the Net Mortgage Rate for the one-month period (A) preceding the Due Dates that occur in January
and February in any year which is not a leap year or preceding the Due Date that occurs in February in any year which is a leap year (in
either case, unless the related Distribution Date is the final Distribution Date), will be determined exclusive of any Withheld Amounts,
and (B) preceding the Due Date in March (or February, if the related Distribution Date is the final Distribution Date), will be determined
inclusive of the amounts withheld in the immediately preceding January and February, if applicable. With respect to any REO Loan, the
Net Mortgage Rate shall be calculated as described above, determined as if the predecessor Mortgage Loan or Trust Subordinate Companion
Loan had remained outstanding.


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


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


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


“Nonrecoverable
Advance”: Any Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance. For the avoidance of doubt, Workout-Delayed
Reimbursement Amounts shall constitute Nonrecoverable Advances only when the Person making such determination in accordance with the procedures
specified herein, and taking into account factors such as all other outstanding Advances, either (a) has determined that such Workout-Delayed
Reimbursement Amounts, would not ultimately be recoverable from Late Collections, Default Interest, Insurance and Condemnation Proceeds,
Liquidation Proceeds or any other recovery on or in respect of such Mortgage Loan or the related REO Property (without giving effect to
potential recoveries on deficiency judgments or recoveries from guarantors), or (b) has determined that such Workout-Delayed
Reimbursement Amount, along with any other Workout-Delayed Reimbursement Amounts (that have not been reimbursed to the party that
made such Advance) or unreimbursed Nonrecoverable Advances, would not be ultimately recoverable from the principal portion of future general
collections on the Mortgage Loans and REO Properties.


“Nonrecoverable
P&I Advance”: Any P&I Advance previously made or proposed to be made in respect of a Mortgage Loan (including any Non-Serviced
Mortgage Loan), Trust Subordinate Companion Loan or REO Loan (other than an portion of an REO Loan related to a Companion Loan other than
the Trust Subordinate Companion Loan) which, the Master Servicer determines, in accordance with the Servicing Standard, or the Trustee
determines, in accordance with its business judgment, will not be ultimately recoverable,




    	 	-75-	 



    


    

together with any accrued and unpaid interest
thereon at the Reimbursement Rate, from Late Collections or any other recovery on or in respect of such Mortgage Loan, Trust Subordinate
Companion Loan or REO Loan; provided, however, that the Special Servicer may, at its option (with respect to any Specially
Serviced Loan, prior to the occurrence of a Consultation Termination Event (other than with respect to any Excluded Loan), in consultation
with the Directing Certificateholder), make a determination in accordance with the Servicing Standard, that any P&I Advance previously
made or proposed to be made is a Nonrecoverable P&I Advance and shall deliver to the Master Servicer (and with respect to a Serviced
Mortgage Loan, the Master Servicer shall deliver to any master servicer under any Other Pooling and Servicing Agreement, and, with respect
to a Non-Serviced Mortgage Loan, the Master Servicer shall deliver to the related Non-Serviced Master Servicer under the Non-Serviced
PSA), the Certificate Administrator, the Trustee, the Operating Advisor and the 17g-5 Information Provider notice of such determination.
Any such determination may be conclusively relied upon by, and shall be binding upon, the Master Servicer and the Trustee (but this statement
shall not be construed to entitle the Special Servicer to reverse the determination of the Master Servicer or the Trustee or to prohibit
the Master Servicer or the Trustee from making a determination that a P&I Advance would be a Nonrecoverable Advance), provided,
however, that the Special Servicer shall have no such obligation to make an affirmative determination that any P&I Advance
is or would be recoverable and in the absence of a determination by the Special Servicer that such P&I Advance is or would be a Nonrecoverable
P&I Advance, such decision shall remain with the Master Servicer or Trustee, as applicable provided, further, that any
nonrecoverability determination with respect to the Trust Subordinate Companion Loan shall be made based on the subordinate nature of
the Trust Subordinate Companion Loan. If the Special Servicer makes a determination that only a portion, and not all, of any previously
made or proposed P&I Advance is a Nonrecoverable P&I Advance, the Master Servicer and the Trustee shall have the right to make
its own subsequent determination that any remaining portion of any such previously made or proposed P&I Advance is a Nonrecoverable
P&I Advance. With respect to any Non-Serviced Whole Loan, if any Non-Serviced Master Servicer or Non-Serviced Special Servicer, as
applicable, in connection with a securitization of the related Non-Serviced Companion Loan determines that a P&I Advance with respect
to the related Non-Serviced Companion Loan, if made, would be a Nonrecoverable P&I Advance, such determination shall not be binding
on the Master Servicer and the Trustee as it relates to any proposed P&I Advance with respect to the related Non-Serviced Mortgage
Loan. Similarly, with respect to the related Non-Serviced Mortgage Loan, if the Master Servicer, the Special Servicer or the Trustee,
as applicable, determines that any P&I Advance with respect to a related Non-Serviced Mortgage Loan, if made, would be a Nonrecoverable
P&I Advance, such determination shall not be binding on the determination by the related Non-Serviced Master Servicer and related
Non-Serviced Trustee as it relates to any proposed payment advance with respect to the related Non-Serviced Companion Loan (unless the
related Non-Serviced PSA provides otherwise). In making such recoverability determination, the Master Servicer, Special Servicer or Trustee,
as applicable, shall be entitled (a) to consider (among other things) (i) the obligations of the Mortgagor under the terms of
the related Mortgage Loan or Companion Loan(s), as applicable, as it may have been modified and (ii) the related Mortgaged Properties
in their “as-is” or then-current conditions and occupancies, as modified by such party’s assumptions (consistent
with the Servicing Standard in the case of the Master Servicer or the Special Servicer or in its good faith business judgment in the case
of the Trustee, solely in its capacity as Trustee)




    	 	-76-	 



    


    

regarding the possibility and effects of future
adverse change with respect to such Mortgaged Properties, (b) to estimate and consider (consistent with the Servicing Standard in
the case of the Master Servicer and the Special Servicer or in its good faith business judgment in the case of the Trustee, solely in
its capacity as Trustee) (among other things) future expenses, (c) to estimate and consider (consistent with the Servicing Standard
in the case of the Master Servicer and the Special Servicer or in its good faith business judgment in the case of the Trustee, solely
in its capacity as Trustee) (among other things) the timing of recoveries, (d) in the case of a potential P&I Advance with respect
to the Trust Subordinate Companion Loan, the subordinate nature of such Trust Subordinate Companion Loan, and (e) to give due regard
to the existence of any Nonrecoverable Advances which, at the time of such consideration, the recovery of which are being deferred or
delayed by the Master Servicer, the Trustee or the Special Servicer, in light of the fact that related proceeds are a source of recovery
not only for the Advance under consideration but also a potential source of recovery for such delayed or deferred Advance and (f) with
respect to a Non-Serviced Whole Loan, any non-recoverability determination of the Non-Serviced Master Servicer or Non-Serviced Trustee
under the related Non-Serviced PSA relating to a principal and interest advance for a Non-Serviced Companion Loan. In addition, any Person,
in considering whether a P&I Advance is a Nonrecoverable Advance, shall be entitled to give due regard to the existence of any outstanding
Nonrecoverable Advance or Workout-Delayed Reimbursement Amount with respect to other Mortgage Loans or the Trust Subordinate Companion
Loan, the reimbursement of which, at the time of such consideration, is being deferred or delayed by the Master Servicer, the Trustee
or the Special Servicer because there is insufficient principal available for such recovery, in light of the fact that proceeds on the
related Mortgage Loan or Trust Subordinate Companion Loan are a source of recovery not only for the P&I Advance under consideration,
but also as a potential source of reimbursement of such Nonrecoverable Advance or Workout-Delayed Reimbursement Amounts which are
or may be being deferred or delayed. In addition, any such Person may update or change its recoverability determinations at any time (but
not reverse any other Person’s determination that an Advance is a Nonrecoverable Advance) and, consistent with the Servicing Standard,
in the case of the Master Servicer or in its good faith business judgment in the case of the Trustee (solely in its capacity as Trustee),
may obtain at the expense of the Trust any reasonably required analysis, Appraisals or market value estimates or other information for
making a recoverability determination (and, upon the reasonable request by the Trustee, Master Servicer or Special Servicer, as applicable,
the Master Servicer and the Special Servicer shall deliver any relevant Appraisals or market value estimates in its possession to the
requesting party for such purpose). Absent bad faith, the Master Servicer’s, Special Servicer’s or the Trustee’s determination
as to the recoverability of any P&I Advance shall be conclusive and binding on the Certificateholders. The determination by the Master
Servicer, the Special Servicer or the Trustee, as the case may be, that a Nonrecoverable P&I Advance has been made or that any proposed
P&I Advance, if made, would constitute a Nonrecoverable P&I Advance, or any updated or changed recoverability determination, shall
be evidenced by an Officer’s Certificate delivered by either the Special Servicer or the Master Servicer to the other and to the
Trustee, the Certificate Administrator, the Directing Certificateholder (but only prior to the occurrence of a Consultation Termination
Event and only with respect to any Mortgage Loan or Trust Subordinate Companion Loan other than an Excluded Loan) (and, in the case of
a Serviced Mortgage Loan, any Other Servicer), the Operating Advisor (but only in the case of the Special Servicer and only after the
occurrence and continuation of a Control Termination Event) and the Depositor, or by the




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Trustee to the Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor and the Certificate Administrator (and, in the case of a Serviced Mortgage Loan, any Other
Servicer). The Officer’s Certificate shall set forth such determination of nonrecoverability and the considerations of the Master
Servicer, the Special Servicer or the Trustee, as applicable, forming the basis of such determination (which shall be accompanied by,
to the extent available, related income and expense statements, rent rolls, occupancy status, property inspections and any other information
used by the Master Servicer, the Special Servicer or the Trustee, as applicable, to make such determination and shall include any existing
Appraisal of the related Mortgage Loan or Trust Subordinate Companion Loan or the related Mortgaged Property). The Trustee shall be entitled
to conclusively rely on the Master Servicer’s or Special Servicer’s determination that a P&I Advance is or would be nonrecoverable,
and the Master Servicer shall be entitled to conclusively rely on the Special Servicer’s determination that a P&I Advance is
or would be nonrecoverable. In the case of a cross-collateralized Mortgage Loan (if any), such recoverability determination shall
take into account the cross-collateralization of the related cross-collateralized Mortgage Loan.


“Nonrecoverable
Servicing Advance”: Any Servicing Advance previously made or proposed to be made in respect of a Mortgage Loan (other than a
Non-Serviced Mortgage Loan), Serviced Whole Loan or REO Property which, the Master Servicer or the Special Servicer determines in
accordance with the Servicing Standard, or the Trustee determines, in its business judgment, will not be ultimately recoverable, together
with any accrued and unpaid interest thereon, at the Reimbursement Rate, from Late Collections or any other recovery on or in respect
of such Mortgage Loan, Whole Loan or REO Property. In making such recoverability determination, such Person shall be entitled (a) to consider
(among other things) (i) the obligations of the Mortgagor under the terms of the related Mortgage Loan or Companion Loan, as applicable,
as it may have been modified and (ii) the related Mortgaged Properties in their “as-is” or then-current conditions and
occupancies, as modified by such party’s assumptions (consistent with the Servicing Standard in the case of the Master Servicer
or the Special Servicer or in its good faith business judgment in the case of the Trustee, solely in its capacity as Trustee) regarding
the possibility and effects of future adverse change with respect to such Mortgaged Properties, (b) to estimate and consider (consistent
with the Servicing Standard in the case of the Master Servicer or the Special Servicer or in its good faith business judgment in the case
of the Trustee, solely in its capacity as Trustee) (among other things) future expenses, (c) to estimate and consider (consistent
with the Servicing Standard in the case of the Master Servicer or the Special Servicer or in its good faith business judgment in the case
of the Trustee, solely in its capacity as Trustee) (among other things) the timing of recoveries and (d) to give due regard to the
existence of any Nonrecoverable Advances which, at the time of such consideration, the recovery of which are being deferred or delayed
by the Master Servicer or the Trustee because there is insufficient principal available for such reimbursement, in light of the fact that
related proceeds are a source of recovery not only for the Advance under consideration but also a potential source of recovery for such
delayed or deferred Advance. In addition, any Person, in considering whether a Servicing Advance is a Nonrecoverable Servicing Advance,
shall be entitled to give due regard to the existence of any Nonrecoverable Advance or Workout-Delayed Reimbursement Amounts with
respect to other Mortgage Loans, the reimbursement of which, at the time of such consideration, is being deferred or delayed by the Master
Servicer or the Trustee, in light of the fact that proceeds on the related Mortgage Loan are a source of recovery not only for the Servicing
Advance under consideration, but also as a potential source of




    	 	-78-	 



    


    

recovery of such Nonrecoverable Advance or
Workout-Delayed Reimbursement Amounts which are or may be being deferred or delayed. However, if the Workout-Delayed Reimbursement
Amount relates to a Servicing Advance for the Park West Village Whole Loan, the Master Servicer will be entitled to recover such Workout-Delayed
Reimbursement Amount from general collections on deposit in the Collection Account. In addition, any such Person may update or change
its recoverability determinations at any time (but not reverse any other Person’s determination that an Advance is a Nonrecoverable
Advance) and, consistent with the Servicing Standard, in the case of the Master Servicer or in its good faith business judgment in the
case of the Trustee (solely in its capacity as Trustee), may obtain at the expense of the Trust any reasonably required analysis, Appraisals
or market value estimates or other information for making a recoverability determination (and, upon the reasonable request by the Trustee,
Master Servicer or Special Servicer, as applicable, the Master Servicer and the Special Servicer shall deliver any relevant Appraisals
or market value estimates in its possession to the requesting party for such purpose). Absent bad faith, the Master Servicer’s,
Special Servicer’s or the Trustee’s determination as to the recoverability of any Servicing Advance shall be conclusive and
binding on the Certificateholders. The determination by the Master Servicer, the Special Servicer or the Trustee, as the case may be,
that a Nonrecoverable Servicing Advance has been made or that any proposed Servicing Advance, if made, would constitute a Nonrecoverable
Servicing Advance, or any updated or changed recoverability determination, shall be evidenced by an Officer’s Certificate delivered
by either of the Special Servicer or Master Servicer to the other and to the Trustee, the Certificate Administrator, the Directing Certificateholder
(but only prior to the occurrence of a Consultation Termination Event and only with respect to any Mortgage Loan other than an Excluded
Loan) (and in the case of a Serviced Mortgage Loan, any Other Servicer and Other Trustee), the Operating Advisor (but only in the case
of the Special Servicer) and the Depositor, or by the Trustee to the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor and the Certificate Administrator (and in the case of a Serviced Mortgage Loan, any Other Servicer); provided, however,
that the Special Servicer may, at its option (with respect to any Specially Serviced Loan, prior to the occurrence of a Consultation Termination
Event (other than with respect to any Excluded Loan), in consultation with the Directing Certificateholder) make a determination in accordance
with the Servicing Standard, that any Servicing Advance previously made or proposed to be made is a Nonrecoverable Servicing Advance and
shall deliver to the Master Servicer (and with respect to a Serviced Mortgage Loan, the Master Servicer shall deliver to the applicable
master servicer under the related Other Pooling and Servicing Agreement, and with respect to a Non-Serviced Mortgage Loan, the Master
Servicer shall deliver to the related Non-Serviced Master Servicer), the Certificate Administrator, the Trustee, the Operating Advisor
and the 17g-5 Information Provider notice of such determination. Any such determination may be conclusively relied upon by, and shall
be binding upon, the Master Servicer and the Trustee (but this statement shall not be construed to entitle the Special Servicer to reverse
the determination of the Master Servicer or the Trustee or to prohibit the Master Servicer or the Trustee from making a determination
that a P&I Advance would be a Nonrecoverable Advance), provided, however, that the Special Servicer shall have no such
obligation to make an affirmative determination that any Servicing Advance is or would be recoverable and in the absence of a determination
by the Special Servicer that such Servicing Advance is or would be a Nonrecoverable Servicing Advance, such decision shall remain with
the Master Servicer or the Trustee, as applicable. If the Special Servicer makes a determination that only a portion, and not all, of
any previously made or proposed Servicing Advance is a




    	 	-79-	 



    


    

Nonrecoverable Servicing Advance, the Master
Servicer and the Trustee shall each have the right to make its own subsequent determination that any remaining portion of any such previously
made or proposed Servicing Advance is a Nonrecoverable Servicing Advance. The Officer’s Certificate shall set forth such determination
of nonrecoverability and the considerations of the Master Servicer, the Special Servicer or the Trustee, as applicable, forming the basis
of such determination (which shall be accompanied by, to the extent available, related income and expense statements, rent rolls, occupancy
status, property inspections and any other information used by the Master Servicer, the Special Servicer or the Trustee, as applicable,
to make such determination and shall include any existing Appraisal with respect to the related Mortgage Loan, Serviced Companion Loan
or related Mortgaged Property). The Special Servicer shall promptly furnish any party required to make Servicing Advances hereunder with
any information in its possession regarding the Specially Serviced Loans and REO Properties as such party required to make Servicing Advances
may reasonably request for purposes of making recoverability determinations. The Trustee shall be entitled to conclusively rely on the
Master Servicer’s or Special Servicer’s determination that a Servicing Advance is or would be nonrecoverable, and the Master
Servicer shall be entitled to conclusively rely on the Special Servicer’s determination that a Servicing Advance is or would be
nonrecoverable. Notwithstanding anything herein to the contrary, if the Special Servicer requests that the Master Servicer make a Servicing
Advance, the Master Servicer may conclusively rely on such request as evidence that such advance is not a Nonrecoverable Servicing Advance;
provided, however, the Special Servicer shall not be entitled to make such a request more frequently than once per calendar
month with respect to Servicing Advances other than emergency advances (although such request may relate to more than one Servicing Advance).
In the case of a cross-collateralized Mortgage Loan (if any), such recoverability determination shall take into account the cross-collateralization
of the related cross-collateralized Mortgage Loan. The determination as to the recoverability of any Servicing Advance previously
made or proposed to be made in respect of a Non-Serviced Whole Loan shall be made by the related Non-Serviced Master Servicer,
Non-Serviced Special Servicer or Non-Serviced Trustee, as the case may be, pursuant to the related Non-Serviced PSA.


“Non-Registered
Certificate”: Unless and until registered under the Securities Act, any Class X-D, Class X-F, Class D, Class E, Class F,
Class G-RR, Class H-RR, Class PWV-A, Class PWV-B, Class PWV-RR or Class R Certificate.


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


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


“Non-Serviced Companion
Loan”: Each of the Pari Passu Companion Loans and Subordinate Companion Loans, if any, identified as “Non-Serviced”
under the column entitled “Type” in the “Whole Loan” chart in the Preliminary Statement.


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


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




    	 	-80-	 



    


    

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


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


“Non-Serviced Intercreditor
Agreement”: Each of the Intercreditor Agreements related to the Whole Loans identified as “Non-Serviced” under the
column entitled “Type” in the “Whole Loan” chart in the Preliminary Statement.


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


“Non-Serviced Mortgage
Loan”: Each of the Mortgage Loans identified as “Non-Serviced” under the column entitled “Type” in the
“Whole Loan” chart in the Preliminary Statement. Any Servicing Shift Mortgage Loan will be a Non-Serviced Mortgage Loan on
and after the applicable Servicing Shift Date for the related Servicing Shift Whole Loan.


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


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


“Non-Serviced
Paying Agent”: The “Paying Agent” under a Non-Serviced PSA.


“Non-Serviced
Primary Servicing Fee Rate”: With respect to (i) the 3075 Olcott Whole Loan, 0.00125% per annum, (ii) the Bell Works
Whole Loan, 0.00125% per annum, (iii) the KB Portfolio Whole Loan, 0.01000% per annum, (iv) the Yorkshire & Lexington
Towers Whole Loan, 0.00125% per annum, (v) the 39 Broadway Whole Loan, 0.00125% per annum and (vi) The Shoppes at Eagle
Point Whole Loan, 0.00125% per annum.


“Non-Serviced
PSA”: Each of the pooling and servicing agreements identified under the “Non-Serviced PSA” column in the “Whole
Loan” chart in the Preliminary Statement.


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


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


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


“Non-Serviced Whole
Loan”: Each of the Non-Serviced Pari Passu Whole Loans and the Non-Serviced AB Whole Loans. Any Servicing Shift Whole Loan will
be a Non-Serviced Whole Loan on and after its related Servicing Shift Date.




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


“Non-Specially Serviced
Loan”: As defined in Section 3.01.


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


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


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


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


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


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


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


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


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


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


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


“Operating Advisor
Consultation Event”: With respect to (a) any Mortgage Loan or Serviced Whole Loan (but not the Park West Village Trust Subordinate
Companion Loan),




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when the Certificate Balance of the Pooled
Horizontal Risk Retention Certificates in the aggregate (taking into account the application of any Cumulative Appraisal Reduction Amounts
to notionally reduce the Certificate Balances of such classes) is reduced to 25% or less of the Original Certificate Balance of such classes
in the aggregate and (b) the Park West Village Whole Loan (including the Park West Village Mortgage Loan and the Trust Subordinate Companion
Loan), when the Certificate Balance of the Class PWV-RR Certificates (taking into account the application of any Cumulative Appraisal
Reduction Amounts to notionally reduce the Certificate Balance of the Class PWV-RR Certificates) is reduced to 25% or less of the initial
Certificate Balance of the Class PWV-RR Certificates.


“Operating Advisor
Consulting Fee”: A fee for each Major Decision on which the Operating Advisor has consulting obligations and performed its duties
with respect to such Major Decision equal to $10,000 or such lesser amount as the related Mortgagor pays with respect to any Mortgage
Loan (other than any Non-Serviced Mortgage Loan and any related Companion Loan), payable pursuant to Section 3.05 of this
Agreement; provided that no such fee shall be payable unless specifically paid by the related Mortgagor as a separately identifiable
fee; provided, further, that the Operating Advisor may in its sole discretion reduce the Operating Advisor Consulting Fee
with respect to any Major Decision; provided, further that the Master Servicer or the Special Servicer, as applicable, may
waive or reduce the amount of any Operating Advisor Consulting Fee payable by the related Mortgagor if it determines that such full or
partial waiver is in accordance with the Servicing Standard (provided that the Master Servicer or the Special Servicer, as applicable,
shall consult, on a non-binding basis, with the Operating Advisor prior to any such waiver or reduction); provided, further,
however, that to the extent such fee is incurred after the outstanding Certificate Balances of the Control Eligible Certificates
have been reduced to zero as a result of the allocation of Realized Losses to such certificates, such fee will be payable in full to the
Operating Advisor as a Trust Fund expense.


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


“Operating Advisor
Fee”: With respect to each Mortgage Loan, the Trust Subordinate Companion Loan and any REO Loan (but excluding any Companion
Loan other than the Trust Subordinate Companion Loan), the fee payable to the Operating Advisor pursuant to Section 3.26(i).


“Operating Advisor
Fee Rate”: With respect to each Interest Accrual Period related to any applicable Distribution Date, a per annum rate
equal to 0.00150%.


“Operating Advisor
Standard”: The requirement that the Operating Advisor must act solely on behalf of the Trust and in the best interest of, and
for the benefit of, the Certificateholders and, with respect to any Serviced Whole Loan for the benefit of the holders of the related
Companion Loan(s) (as a collective whole as if such Certificateholders and Companion Holders constituted a single lender), and not in
the best interest of nor for the benefit of holders of any particular Class of Certificateholders (as determined by the Operating Advisor
in the exercise of its good faith and reasonable judgment), but without regard to any conflict of




    	 	-83-	 



    


    

interest arising from any relationship that
the Operating Advisor or any of its Affiliates may have with any of the underlying Mortgagors, a manager of a Mortgaged Property, any
sponsor, the Mortgage Loan Sellers, the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer, the
Directing Certificateholder, any Certificateholder, the Risk Retention Consultation Party or any of their Affiliates.


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


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


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


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


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


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




    	 	-84-	 



    


    

relating to the Operating Advisor or
of or relating to all or substantially all of its property; or


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


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


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


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


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


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


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


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


“Other Securitization”:
As defined in Section 11.06.


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




    	 	-85-	 



    


    

Pooling and Servicing Agreement and, only to
the extent required by or contemplated by the related Intercreditor Agreement, the special servicer under the applicable Other Pooling
and Servicing Agreement.


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


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


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


“P&I Advance
Date”: The Business Day immediately preceding each Distribution Date.


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


“Pari Passu Companion
Loan”: As defined in the Preliminary Statement.


“Park West Village
Appraised-Out Note”: As the term “Appraised-Out Note” is defined in the Park West Village Intercreditor Agreement.


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




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“Park West Village
Available Funds”: With respect to each Distribution Date, an amount equal to the sum of (without duplication) (which, for the
avoidance of doubt, will not include any amounts received in respect of (or allocated to) the Mortgage Loans or the Park West Village
Note B-B) pursuant to the Park West Village Intercreditor Agreement and this Agreement:


(a)              
the aggregate amount of all cash received on (or allocated to) the Trust Subordinate Companion Loan (including Compensating Interest
Payments with respect to the Trust Subordinate Companion Loan required to be deposited by the Master Servicer pursuant to Section 3.17(a))
and any related REO Property on deposit in the Collection Account (in each case, exclusive of any amount on deposit in or credited to
any portion of the Collection Account that is held for the benefit of the holder of any Mortgage Loan, any other Companion Loan or the
holders of the Pooled Certificates), as of the close of business on the related P&I Advance Date, exclusive of (without duplication):


(i)                                  all Periodic Payments and any balloon payments paid by the Mortgagors of the Trust Subordinate Companion Loan that are due on a
Due Date (without regard to grace periods) following the end of the related Collection Period (without regard to grace periods), excluding
interest relating to periods prior to, but due after, the Cut-off Date;


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


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


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




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amounts are Withheld Amounts and to the
extent those funds are on deposit in the Collection Account;


(v)                              all Prepayment Premiums and Yield Maintenance Charges allocable to the Trust Subordinate Companion Loan;


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


(vii)                        any Penalty Charges allocable to the Trust Subordinate Companion Loan, to the extent permitted by law, excluding any interest calculated
at the Mortgage Rate for the Trust Subordinate Companion Loan;


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


(c)              
the aggregate amount of any P&I Advances made by the Master Servicer or the Trustee, as applicable, with respect to the Trust
Subordinate Companion Loan and the Distribution Date (net of any related Certificate Administrator/Trustee Fee and CREFC®
Intellectual Property Royalty License Fee with respect to the Trust Subordinate Companion Loan for which such P&I Advances are made)
pursuant to Section 4.03 or Section 7.05;


(d)              
with respect to any Distribution Date occurring in each March (or February, if the related Distribution Date is the final Distribution
Date), the Withheld Amounts related to the Trust Subordinate Companion Loan remitted to the Trust Subordinate Companion Loan REMIC Distribution
Account pursuant to Section 3.21(b); and


(e)              
the Park West Village Gain-on-Sale Remittance Amount for such Distribution Date.


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


“Park West Village
Control Appraisal Period”: Any Park West Village Note B-A Control Appraisal Period or Park West Village Note B-B Control Appraisal
Period, as the context may require.


“Park West Village
Control Retention Period”: As the term “Control Retention Period” is defined in the Park West Village Intercreditor
Agreement.


“Park West Village
Controlling Note”: As of any date of determination: (i) the Park West Village Note B-B, if no Park West Village Note B-B Control
Appraisal Period has occurred and is continuing, (ii) the Park West Village Note B-A, if a Park West Village Note B-B Control Appraisal
Period has occurred and is continuing and no Park West Village Note B-A Control Appraisal Period has occurred and is continuing, and (iii)
if both the Park West Village




    	 	-88-	 



    


    

Note B-B Control Appraisal Period and the Park
West Village Note B-A Control Appraisal Period have occurred and are continuing, the Park West Village Note A-1.


“Park West Village
Controlling Noteholder”: As of any date of determination, (i) the Park West Village Note B-B Subordinate Companion Loan Holder,
unless a Park West Village Note B-B Control Appraisal Period has occurred and is continuing, (ii) the Park West Village Note B-A Subordinate
Companion Loan Holder if and for so long as a Park West Village Note B-B Control Appraisal Period has occurred and is continuing and no
Park West Village Note B-A Control Appraisal Period has occurred and is continuing and (iii) the holder of the Park West Village Lead
Securitization Note, if and for so long as both a Park West Village Note B-A Control Appraisal Period and a Park West Village Note B-B
Control Appraisal Period have occurred and are continuing, provided that if any such controlling note is included in the Trust,
the rights of the Park West Village Controlling Noteholder may be exercised by a majority of the holders of one or more controlling classes
backed by such controlling note or the related controlling class representative in accordance with the terms of this Agreement. As of
the Closing Date, the Park West Village Note B-B Subordinate Companion Loan Holder is the Park West Village Controlling Noteholder.


“Park West Village
Directing Holder”: (x) For so long as no Park West Village Note B-B Control Appraisal Period exists, the Park West Village Note
B-B Subordinate Companion Loan Holder, (y) for so long as a Park West Village Note B-B Control Appraisal Period exists but no Park West
Village Note B-A Control Appraisal Period exists, the Park West Village Loan-Specific Controlling Class Representative, and (z) for so
long as a both a Park West Village Note B-B Control Appraisal Period and a Park West Village Note B-A Control Appraisal Period exists,
the Controlling Class Certificateholder selected pursuant to clause (C) of the definition of “Directing Certificateholder”.


“Park West Village
Excess Collections Reserve Account”: As defined in Section 3.04(l).


“Park West Village
Excess Prepayment Interest Shortfall”: For any Distribution Date, the Prepayment Interest Shortfall allocated to the Trust Subordinate
Companion Loan for such Distribution Date.


“Park West Village
Final Recovery Determination”: As defined in Section 4.05(b)(iii).


“Park West Village
Gain-on-Sale Remittance Amount”: For each Distribution Date, the lesser of (i) the amount on deposit in the Park West Village
Gain-on-Sale Reserve Account on such Distribution Date, and (ii) the amount distributable from the Park West Village Gain-on-Sale Reserve
Account pursuant to Section 4.01(j).


“Park West Village
Gain-on-Sale Reserve Account”: A custodial account or accounts (or subaccount of the Distribution Account) created and maintained
by the Certificate Administrator, pursuant to Section 3.04(e) on behalf of the Trustee for the benefit of the Loan-Specific
Certificateholders, which shall initially be entitled “Computershare Trust Company, National Association, as Certificate Administrator,
on behalf of Wilmington Trust, National




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Association, as Trustee, for the benefit of
the registered Holders of BBCMS Mortgage Trust 2022-C17, Commercial Mortgage Pass-Through Certificates, Series 2022-C17, Park
West Village Gain-on-Sale Reserve Account”. Any such account shall be an Eligible Account or a subaccount of an Eligible Account.


“Park West Village
Intercreditor Agreement”: That certain Agreement Between Noteholders, dated as of August 3, 2022, by and among the holders of
the respective promissory notes evidencing the Park West Village Whole Loan, relating to the relative rights of such holders, as the same
may be further amended in accordance with the terms thereof.


“Park West Village
Interest Distribution Amount”: With respect to any Distribution Date and each Class of Loan-Specific Certificates, an amount
equal to (A) the sum of (i) the Interest Accrual Amount with respect to such Class of Certificates for such Distribution Date and (ii)
the Interest Shortfall, if any, with respect to such Class of Certificates for such Distribution Date, less (B) any Park West Village
Excess Prepayment Interest Shortfall allocated to such Class of Certificates on such Distribution Date.


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


“Park West Village
Lead Securitization Note”: Note A-1 of the Park West Village Whole Loan.


“Park West Village
Loan-Specific Control Eligible Certificates”: Any of the Class PWV-B and Class PWV-RR Certificates.


“Park West Village
Loan-Specific Controlling Class”: As of any date of determination, the most subordinate Class of Park West Village Loan-Specific
Control Eligible Certificates then outstanding that has a then-aggregate Certificate Balance as notionally reduced by any Cumulative Appraisal
Reduction Amounts allocable to such Class in accordance with Section 4.05(a), plus any Threshold Event Collateral (to the
extent not already added to the Note B-A principal balance or applied to Appraisal Reduction Amounts) at least equal to 25% of the Original
Certificate Balance of that Class; provided that if, at any time, the Certificate Balances of the Loan-Specific Certificates other
than the Park West Village Loan-Specific Control Eligible Certificates have been reduced to zero as a result of the allocation of principal
payments on the Trust Subordinate Companion Loan, then the Park West Village Loan-Specific Controlling Class shall be the most subordinate
class among the Park West Village Loan-Specific Control Eligible Certificates that has an aggregate Certificate Balance greater than zero
without regard to any Cumulative Appraisal Reduction Amounts; provided, further, that if the Certificate Balance of the
Class PWV-RR Certificates would cause it to be an Appraised-Out Class, the Class PWV-RR Certificates will continue to be the Park West
Village Loan-Specific Controlling Class until the expiration of the Class PWV-RR Control Retention Period. The Park




    	 	-90-	 



    


    

West Village Loan-Specific Controlling Class
as of the Closing Date shall be the Class PWV-RR Certificates.


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


“Park West Village
Loan-Specific Controlling Class Representative”: The Park West Village Loan-Specific Controlling Class Certificateholder (or
a representative thereof) selected by more than 50% of the Park West Village Loan-Specific Controlling Class Certificateholders (by Certificate
Balance, as determined by the Certificate Registrar from time to time); provided, however, that (i) absent that selection,
or (ii) until a Park West Village Loan-Specific Controlling Class Representative is so selected or (iii) upon receipt of a notice from
a majority of the Park West Village Loan-Specific Controlling Class Certificateholders, by Certificate Balance, that a Park West Village
Loan-Specific Controlling Class Representative is no longer designated, then the Park West Village Loan-Specific Controlling Class Certificateholder
that represents that it owns the largest aggregate Certificate Balance of the Park West Village Loan-Specific Controlling Class (with
evidence of ownership) or a representative thereof, shall be the Park West Village Loan-Specific Controlling Class Representative; provided,
however, that, (1) in the case of this clause (iii), in the event that no one holder owns the largest aggregate Certificate Balance
of the Park West Village Loan-Specific Controlling Class, then there shall be no Park West Village Loan-Specific Controlling Class Representative
until appointed in accordance with the terms of this Agreement and (2) the Certificate Administrator and the other parties to this Agreement
shall be entitled to assume that the identity of the Park West Village Loan-Specific Controlling Class Representative has not changed
until such parties receive written notice of a replacement of the Park West Village Loan-Specific Controlling Class Representative from
a party holding the requisite interest in the Park West Village Loan-Specific Controlling Class, or the resignation of the then-current
Park West Village Loan-Specific Controlling Class Representative. After the occurrence and during the continuance of a Park West Village
Note B-A Consultation Termination Event, there shall be no Park West Village Loan-Specific Controlling Class Representative. The Depositor
shall promptly provide the name and contact information for the initial Park West Village Loan-Specific Controlling Class Representative
upon request of any party to this Agreement and any such requesting party may conclusively rely on the name and contact information provided
by the Depositor.


“Park West Village
Major Decision”: With respect to the Park West Village Whole Loan:




    	 	-91-	 



    


    

(i)                          any proposed or actual foreclosure upon or comparable conversion (which will include acquisitions of any REO Loan) of the ownership
of the property or properties securing the Park West Village Whole Loan if it comes into and continues in default;


(ii)                       any modification, consent to a modification or waiver of any monetary term (other than late fees and Default Interest) or material
non-monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs) of the Park West Village
Mortgage Loan documents or any extension of the maturity date of the Park West Village Whole Loan;


(iii)                    following a default or an event of default with respect to the Park West Village Whole Loan, any exercise of remedies, including
the acceleration of the Park West Village Whole Loan or initiation of any proceedings, judicial or otherwise, under the related Park West
Village Mortgage Loan documents or any acquisition of the Park West Village Mortgaged Property or any interest therein by foreclosure,
deed-in-lieu of foreclosure, settlement or otherwise;


(iv)                   any sale of the Park West Village Whole Loan (when it is a defaulted mortgage loan) or the Park West Village Mortgaged Property
(when it is held as Foreclosure Property) for less than the outstanding principal balance of the Park West Village Whole Loan, all accrued
and unpaid interest (other than accrued interest) at the respective interest rates for the Park West Village Notes and all additional
servicing expenses;


(v)                      any determination to bring the Park West Village Mortgaged Property into compliance with applicable environmental laws or to otherwise
address any Hazardous Materials located at the Park West Village Mortgaged Property or an REO Loan;


(vi)                   any release of material collateral or any acceptance of substitute or additional collateral for the Park West Village Whole Loan
or any consent to either of the foregoing, other than if required pursuant to the specific terms of the related Park West Village Mortgage
Loan documents and for which there is no lender discretion;


(vii)                any waiver of or any determination not to enforce a “due-on-sale” or “due-on-encumbrance” clause with respect
to the Park West Village Whole Loan or any consent to such a waiver or any consent to a transfer of all or any portion of the Park West
Village Mortgaged Property or of any direct or indirect legal or beneficial interests in the borrower;


(viii)             any transfer of the Park West Village Mortgaged Property or any portion of the Park West Village Mortgaged Property, or any transfer
of any direct or indirect ownership interest in the borrower to the extent the lender’s consent under the Park West Village Mortgage
Loan documents is required, except a permitted transfer or as expressly permitted by the Park West Village Mortgage Loan documents and
for which there is no mortgage lender discretion or in connection with a pending or threatened condemnation;




    	 	-92-	 



    


    

(ix)                     any incurrence of additional debt by the borrower or any mezzanine financing by any direct or indirect beneficial owner of the
borrower (to the extent that the lender has consent rights pursuant to the related Park West Village Mortgage Loan documents);


(x)                        any adoption or implementation of the annual budget for which mortgage lender consent is required under the Park West Village Mortgage
Loan documents;


(xi)                     any material modification, waiver or amendment of an intercreditor agreement, co-lender agreement or similar agreement with any
mezzanine lender or subordinate debt holder related to the Park West Village Whole Loan, or any action to enforce rights (or decision
not to enforce rights) with respect thereto;


(xii)                  any property management company changes or modifications, waivers or amendments to any management agreement, including, without
limitation, approval of a new property manager or the termination of a manager and appointment of a new property manager or franchise
changes, and any new management agreement or amendment, modification or termination of any management agreement (in each case, if the
lender is required to consent or approve such changes under the Park West Village Mortgage Loan documents);


(xiii)               releases of (i) any material amounts from any escrow accounts, reserve funds or letters of credit, in each case, held as performance
escrows or reserves or (ii) any other letters of credit held as additional collateral for the Park West Village Whole Loan, in each case,
other than those required pursuant to the specific terms of the related Park West Village Mortgage Loan documents and for which there
is no lender discretion;


(xiv)              any acceptance of an assumption agreement releasing a borrower, guarantor or other obligor from liability under the Park West Village
Whole Loan other than pursuant to the specific terms of the Park West Village Whole Loan and for which there is no lender discretion;


(xv)                 any determination of an acceptable insurance default;


(xvi)              any proposed modification or waiver of any provision of the Park West Village Mortgage Loan documents with respect to the Park
West Village Whole Loan governing the types, nature or amount of insurance coverage required to be obtained and maintained;


(xvii)           approval of material casualty/condemnation insurance settlements, any determination to apply casualty proceeds or condemnation
awards to the reduction of the debt evidenced by the Park West Village Whole Loan rather than to the restoration of the Park West Village
Mortgaged Property, other than, in each case, to the extent the lender has no approval right pursuant to the specific terms of the Park
West Village Whole Loan;


(xviii)        the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of the Mortgagor or the Park West Village
Mortgaged Property;




    	 	-93-	 



    


    

(xix)                any determination by the Master Servicer to transfer the Park West Village Whole Loan to the special servicer under the circumstances
where the master servicer determines, in its reasonable business judgment, exercised in accordance with the Servicing Standard, that a
default consisting of a failure to make a payment of principal or interest is reasonably foreseeable or there is a significant risk of
such default or any other default that is likely to impair the use or marketability of the Park West Village Mortgaged Property or such
other analogous event described in the definition of “Servicing Transfer Event”; and


(xx)                   any modification, waiver or amendment of any lease, the execution of any new lease or the granting of a subordination and nondisturbance
or attornment agreement in connection with any lease, at the Park West Village Mortgaged Property if it would be a Major Lease (as defined
in the Park West Village Mortgage Loan documents).


“Park West Village
Mortgage Loan”: With respect to the Park West Village Whole Loan, the Mortgage Loan that is included in the Trust (identified
as Mortgage Loan No. 1 on the Mortgage Loan Schedule), which is designated as promissory note A-1, promissory note A-11 and promissory
note A-12. The Park West Village Trust Subordinate Companion Loan is subordinate to the Park West Village Mortgage Loan.


“Park West Village
Mortgaged Property”: Collectively, the Mortgaged Properties which secures the Park West Village Whole Loan.


“Park West Village
Note A-1” means with respect to the Park West Village Whole Loan, a promissory note designated as “Note A-1”.


“Park West Village
Note B-A” means with respect to the Park West Village Whole Loan, a promissory note designated as “Note B-A”.


“Park West Village
Note B-A Consultation Termination Event”: Will have the meaning assigned to “Note B-A Consultation Termination Event”
in the Park West Village Intercreditor Agreement.


“Park West Village
Note B-A Control Appraisal Period”: Any period with respect to the Park West Village Whole Loan, if and for so long as:


(a)              
the initial principal balance of the Park West Village Note B-A together with any Threshold Event Collateral (to the extent such
amount is not already taken into account in the definition of Appraisal Reduction Amount), minus (2) the sum (without duplication) of
(x) any payments of principal (whether as principal prepayments or otherwise) allocated to, and received on, the Park West Village Note
B-A after the date of creation of the Park West Village Note B-A, (y) any Cumulative Appraisal Reduction Amount for the Park West Village
Whole Loan that is allocated to the Park West Village Note B-A and (z) any losses realized with respect to the Park West Village Mortgaged
Property or the Park West Village Whole Loan that are allocated to the Park West Village Note B-A, is less than




    	 	-94-	 



    


    

(b)              
 25% of the remainder of (i) the initial principal balance of the Park West Village Note B-A less (ii) any payments of principal
(whether as principal prepayments or otherwise) allocated to, and received by, the Park West Village Note B-A Subordinate Companion Loan
Holder on the Park West Village Note B-A, after the date of creation of such Park West Village Note B-A;


provided that if the
Park West Village Note B-A Control Appraisal Period occurs as a result of the Park West Village Note B-A becoming a Park West Village
Appraised-Out Note, the Park West Village Note B-A Control Appraisal Period will not be deemed to have occurred until the Park West Village
Control Retention Period with respect to the Park West Village Note B-A has ended and the Park West Village Note B-A will continue to
be the Park West Village Controlling Note until such Park West Village Control Retention Period has ended, and after the expiration of
such Park West Village Control Retention Period, the Park West Village Note B-A Control Appraisal Period will be deemed to have occurred
and the Park West Village Note B-A will no longer be the Park West Village Controlling Note; and provided, further, that
if a majority of the principal balance of the Park West Village Note B-A is held by a Park West Village Borrower Party or a Park West
Village Borrower Party would otherwise be entitled to exercise the rights of the Park West Village Controlling Noteholder or the controlling
noteholder representative, a Park West Village Note B-A Control Appraisal Period will be deemed to have automatically occurred.


“Park West Village
Note B-A Subordinate Companion Loan Holder”: With respect to the Park West Village Whole Loan, the holder of the Companion Loan
evidenced by the promissory note B-A made by the related Mortgagor and secured by the Mortgage on the Park West Village Mortgaged Property.
As of the Closing Date, the Park West Village Note B-A Subordinate Companion Loan Holder is the Trust.


“Park West Village
Note B-B” means with respect to the Park West Village Whole Loan, a promissory note designated as “Note B-B”.


“Park West Village
Note B-B Consultation Termination Event”: Will have the meaning assigned to “Note B-B Consultation Termination Event”
in the Park West Village Intercreditor Agreement.


“Park West Village
Note B-B Control Appraisal Period”: Any period with respect to the Park West Village Whole Loan, if and for so long as:


(a)              
the initial principal balance of the Park West Village Note B-B together with any Threshold Event Collateral (to the extent such
amount is not already taken into account in the definition of Appraisal Reduction Amount), minus (2) the sum (without duplication) of
(x) any payments of principal (whether as principal prepayments or otherwise) allocated to, and received on, the Park West Village Note
B-B after the date of creation of the Park West Village Note B-B, (y) any Cumulative Appraisal Reduction Amount for the Park West Village
Whole Loan that is allocated to the Park West Village Note B-B and (z) any losses realized with respect to the Park West Village Mortgaged
Property or the Park West Village Whole Loan that are allocated to the Park West Village Note B-B, is less than




    	 	-95-	 



    


    

(b)              
 25% of the remainder of (i) the initial principal balance of the Park West Village Note B-B less (ii) any payments of principal
(whether as principal prepayments or otherwise) allocated to, and received by, the Park West Village Note B-B Subordinate Companion Loan
Holder on the Park West Village Note B-B, after the date of creation of such Park West Village Note B-B;


provided that if the
Park West Village Note B-B Control Appraisal Period occurs as a result of the Park West Village Note B-B becoming a Park West Village
Appraised-Out Note, the Park West Village Note B-B Control Appraisal Period will not be deemed to have occurred until the Park West Village
Control Retention Period with respect to the Park West Village Note B-B has ended and the Park West Village Note B-B will continue to
be the Park West Village Controlling Note until such Park West Village Control Retention Period has ended, and after the expiration of
such Park West Village Control Retention Period, the Park West Village Note B-B Control Appraisal Period will be deemed to have occurred
and the Park West Village Note B-B will no longer be the Park West Village Controlling Note; and provided, further, that
if a majority of the principal balance of the Park West Village Note B-B is held by a Park West Village Borrower Party or a Park West
Village Borrower Party would otherwise be entitled to exercise the rights of the Park West Village Controlling Noteholder or the controlling
noteholder representative, a Park West Village Note B-B Control Appraisal Period will be deemed to have automatically occurred.


“Park West Village
Note B-B Subordinate Companion Loan Holder”: With respect to the Park West Village Whole Loan, the holder of the Companion Loan
evidenced by the promissory note B-B made by the related Mortgagor and secured by the Mortgage on the Park West Village Mortgaged Property.
As of the Closing Date, the Park West Village Note B-B Subordinate Companion Loan Holder is Park West Village Grand Avenue Partners, LLC.


“Park West Village
Principal Distribution Amount”: With respect to any Distribution Date, an amount equal to the sum of the following amounts:
(a) the Park West Village Principal Shortfall for such Distribution Date, (b) the Park West Village Scheduled Principal Distribution Amount
for such Distribution Date and (c) the Park West Village Unscheduled Principal Distribution Amount for such Distribution Date; provided
that the Park West Village Principal Distribution Amount for any Distribution Date shall be reduced, to not less than zero, by the amount
of any reimbursements of: (A) Nonrecoverable Advances, with interest on such Nonrecoverable Advances at the Reimbursement Rate, that are
paid or reimbursed from principal collections on the Trust Subordinate Companion Loan in a period during which such principal collections
would have otherwise been included in the Park West Village Principal Distribution Amount for such Distribution Date; and (B) Workout-Delayed
Reimbursement Amounts paid or reimbursed from principal collections on the Trust Subordinate Companion Loan in a period during which such
principal collections would have otherwise been included in the Park West Village Principal Distribution Amount for such Distribution
Date (provided that, in the case of clauses (A) and (B) above, if any of the amounts that were reimbursed from principal collections
on the Trust Subordinate Companion Loan (including the portion of any REO Loan allocable to the Trust Subordinate Companion Loan) are
subsequently recovered on the related Trust Subordinate Companion Loan (or the portion of any REO Loan allocable to the Trust Subordinate
Companion Loan), such recovery will increase the Park West




    	 	-96-	 



    


    

Village Principal Distribution Amount for the
Distribution Date related to the period in which such recovery occurs).


“Park West Village
Principal Shortfall”: For any Distribution Date after the initial Distribution Date with respect to the Trust Subordinate Companion
Loan, the amount, if any, by which (a) the related Park West Village Principal Distribution Amount for the preceding Distribution Date
exceeds (b) the aggregate amount actually distributed on the preceding Distribution Date in respect of such Park West Village Principal
Distribution Amount. The Park West Village Principal Shortfall for the initial Distribution Date will be zero.


“Park West Village
Realized Loss”: With respect to the Trust Subordinate Companion Loan and any Distribution Date, the amount, if any, by which
(i) the aggregate Certificate Balance of the Loan-Specific Certificates, after giving effect to distributions of principal on such Distribution
Date, exceeds (ii) the Stated Principal Balance (for purposes of this calculation, the aggregate Stated Principal Balance will not be
reduced by the amount of principal payments received on the Trust Subordinate Companion Loan that were used to reimburse the Master Servicer,
the Special Servicer or the Trustee from general collections of principal on the Trust Subordinate Companion Loan for Workout-Delayed
Reimbursement Amounts, to the extent those amounts are not otherwise determined to be Nonrecoverable Advances) of the Trust Subordinate
Companion Loan, including its proportionate share of an REO Loan expected to be outstanding immediately following that Distribution Date.


“Park West Village
Retaining Party”: Any Holder of all or any portion of the Class PWV-RR Certificates. As of the Closing Date, Park West Village
HRR Grand Avenue Partners, LLC is the Park West Village Retaining Party.


“Park West Village
Scheduled Principal Distribution Amount”: With respect to any Distribution Date, the aggregate of the principal portions of
the following: (a) all Periodic Payments (excluding Balloon Payments) with respect to the Trust Subordinate Companion Loan due during
or, if and to the extent not previously received or advanced pursuant to Section 4.03 and distributed to Certificateholders
on a preceding Distribution Date, prior to the related Collection Period and all Park West Village Assumed Scheduled Payments with respect
to the Trust Subordinate Companion Loan for the related Collection Period, in each case to the extent either (i) paid by the related Mortgagor
as of the related Determination Date (or, with respect to each Trust Subordinate Companion Loan with a Due Date occurring or a Grace Period
ending after the related Determination Date, the related Due Date or last day of such Grace Period, as applicable, to the extent received
by the Master Servicer as of the Business Day preceding the related P&I Advance Date) or (ii) advanced by the Master Servicer or the
Trustee, as applicable, pursuant to Section 4.03, and (b) all Balloon Payments allocable to the Trust Subordinate Companion
Loan to the extent received on or prior to the related Determination Date (or, with respect to each Trust Subordinate Companion Loan with
a Due Date occurring, or a Grace Period ending, after the related Determination Date, the related Due Date or, last day of such Grace
Period, as applicable, to the extent received by the Master Servicer as of the Business Day preceding the related P&I Advance Date),
and to the extent not included in clause (a) above.


“Park West Village
Special Servicer”: KeyBank National Association, a national banking association, or its successors-in-interest, or any successor
special servicer appointed as




    	 	-97-	 



    


    

provided herein (including, if the Park West
Village Whole Loan is an Excluded Special Servicer Loan, the related Excluded Special Servicer appointed pursuant to Section 7.01(g),
as applicable and as the context may require).


“Park West Village
Subordinate Companion Loan”: The Park West Village Note B-A or Park West Village Note B-B, individually or collectively as the
context may require.


“Park West Village
Third Party Purchaser”: Park West Village HRR Grand Avenue Partners, LLC.


“Park West Village
Trust Subordinate Companion Loan”: With respect to the Park West Village Whole Loan, the Companion Loan evidenced by the promissory
note B-A made by the related Mortgagor and secured by the Mortgage on the Park West Village Mortgaged Property, which is included in the
Trust and which is subordinate in right of payment to the Park West Village Mortgage Loan to the extent set forth in the related Mortgage
Loan documents and as provided in the Park West Village Intercreditor Agreement.


“Park West Village
Unscheduled Principal Distribution Amount”: With respect to any Distribution Date, the aggregate of the following: (a) all Principal
Prepayments received on the Trust Subordinate Companion Loan on or prior to the related Determination Date and (b) the principal portions
of all Liquidation Proceeds, Insurance and Condemnation Proceeds and, if applicable, REO Revenues or otherwise, received with respect
to the Trust Subordinate Companion Loan and any REO Property on or prior to the related Determination Date, but in each case only to the
extent that such principal portion represents a recovery of principal for which no advance was previously made pursuant to Section 4.03
in respect of a preceding Distribution Date; provided that all such Liquidation Proceeds and Insurance and Condemnation Proceeds
will be reduced by any Special Servicing Fees, Liquidation Fees, accrued interest on Advances and other additional expenses of the Trust
incurred in connection with the related Trust Subordinate Companion Loan.


“Park West Village
Weighted Average Net Mortgage Rate”: With respect to any Distribution Date, a per annum rate equal to the weighted average
of the Net Mortgage Rates on the Trust Subordinate Companion Loan and REO Loan (but only the portion of any REO Loan related to the Trust
Subordinate Companion Loan) as of their respective Due Dates in the month preceding the month in which such Distribution Date occurs,
weighted on the basis of their respective Stated Principal Balances immediately following the Distribution Date (or, if applicable, the
Closing Date) in such preceding month.


“Park West Village
Whole Loan”: The Park West Village Mortgage Loan, the Park West Village Trust Subordinate Companion Loan and the related Serviced
Companion Loans, each of which is secured by the same Mortgage on the Park West Village Mortgaged Property. References herein to the Park
West Village Whole Loan shall be construed to refer to the aggregate indebtedness under the Park West Village Mortgage Loan and the Park
West Village Trust Subordinate Companion Loan.


“Pass-Through
Rate”: Any of the Class A-1 Pass-Through Rate, the Class A-2 Pass-Through Rate, the Class A-3 Pass-Through
Rate, the Class A-4 Pass-Through Rate, the




    	 	-98-	 



    


    

Class A-5 Pass-Through Rate, the Class A-SB
Pass-Through Rate, the Class A-S Pass-Through Rate, the Class B Pass-Through Rate, the Class C Pass-Through
Rate, the Class D Pass-Through Rate, the Class E Pass-Through Rate, the Class F Pass-Through Rate, the Class G-RR
Pass-Through Rate, the Class H-RR Pass-Through Rate, the Class X-A Pass-Through Rate, the Class X-B Pass-Through
Rate, the Class X-D Pass-Through Rate, the Class X-F Pass-Through Rate, the Class PWV-A Pass-Through Rate, the Class PWV-B
Pass-Through Rate or the Class PWV-RR Pass-Through Rate, as the case may be.


“PCAOB”:
The Public Company Accounting Oversight Board.


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


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


“Performance Certification”:
As defined in Section 11.06.


“Performing Party”:
As defined in Section 11.12.


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


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




    	 	-99-	 



    


    

having the required ratings, if any, provided
for in this definition and which shall not be subject to liquidation prior to maturity:


(i)                                 direct obligations
of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States of America, Fannie Mae, Freddie
Mac or any agency or instrumentality of the United States of America, the obligations of which are backed by the full faith and credit
of the United States of America that mature in one (1) year or less from the date of acquisition;


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


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


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


(v)                              commercial paper of any corporation incorporated under the laws of the United States or any state thereof (or of any corporation
not so incorporated, provided that the commercial paper is United States Dollar




    	 	-100-	 



    


    

denominated and amounts payable thereunder
are not subject to any withholding imposed by any non-United States jurisdiction) (A) satisfy the Applicable Moody’s Permitted
Investment Rating, (B) satisfy the Applicable Fitch Permitted Investment Rating, (C) satisfy the Applicable KBRA Permitted Investment
Rating (or such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency relating to the Certificates and
any Serviced Companion Loan Securities in addition to a Rating Agency Confirmation from each Rating Agency not rating such debt obligations);


(vi)                           money market
funds (including the Federated Prime Obligation Money Market Fund, US Bank Long Term Eurodollar Sweep, the Wells Fargo Money Market Funds
or the Wells Fargo Advantage Government Money Market Fund), which seek to maintain a constant net asset value per share, so long as any
such fund is rated in the highest money market fund category by Moody’s (or, if not rated by Moody’s, otherwise acceptable
to such Rating Agency, as confirmed in a Rating Agency Confirmation relating to the Certificates) and in the highest short term unsecured
debt ratings category by each of Fitch and KBRA (or, if not rated by KBRA, an equivalent rating (or higher) by at least two (2) NRSROs
(which may include any of the Rating Agencies) or otherwise acceptable to such Rating Agency, in any such case, as confirmed in a Rating
Agency Confirmation) relating to the Certificates and any Serviced Companion Loan Securities;


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


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


provided, however,
that each Permitted Investment qualifies as a “cash flow investment” pursuant to Section 860G(a)(6) of the Code, and
that (a) it shall have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (b) any such investment
that provides for a variable rate of interest must have an interest rate that is tied to a single interest rate index plus a fixed spread,
if any, and move proportionately with such index, (c) any such investment must not be subject to liquidation prior to maturity, and
(d) any such investment must




    	 	-101-	 



    


    

not be purchased at a premium over par; and
provided, further, however, that no such instrument shall be a Permitted Investment (a) if such instrument evidences
principal and interest payments derived from obligations underlying such instrument and the interest payments with respect to such instrument
provide a yield to maturity at the time of acquisition of greater than 120% of the yield to maturity at par of such underlying obligations
or (b) if such instrument may be redeemed at a price below the purchase price; and provided, further, however,
that no amount beneficially owned by any Trust REMIC (even if not yet deposited in the Trust) may be invested in investments (other than
money market funds) treated as equity interests for federal income tax purposes, unless the Master Servicer receives an Opinion of Counsel,
at its own expense, to the effect that such investment will not adversely affect the status of any Trust REMIC. Permitted Investments
may not be interest-only securities. All investments shall mature or be redeemable upon the option of the holder thereof on or prior
to the Business Day preceding the day before the date such amounts are required to be applied hereunder.


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


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


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


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


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


“Pooled Assumed
Scheduled Payment”: For any Collection Period and with respect to any Mortgage Loan (including any Non-Serviced Mortgage Loan)
that is delinquent in respect of its Balloon Payment or any REO Loan (excluding, for purposes of determining or making P&I Advances,
the portion allocable to any related Companion Loan), an amount equal to the sum of (a) the principal portion of the Periodic Payment
that would have been due on such Mortgage Loan or REO Loan on the related Due Date based on the constant payment required by




    	 	-102-	 



    


    

the related Mortgage Note or the original amortization
schedule of such Mortgage Loan (as calculated with interest at the related Mortgage Rate), if applicable, assuming such Balloon Payment
has not become due, after giving effect to any reduction in the principal balance thereof occurring in connection with a modification
of such Mortgage Loan in connection with a default or bankruptcy (or similar proceeding), and (b) interest on the Stated Principal
Balance of such Mortgage Loan or REO Loan (excluding, for purposes of determining P&I Advances, the portion allocable to any related
Companion Loan, if applicable) at the applicable Mortgage Rate (net of interest at the Servicing Fee Rate and net of any applicable interest
at the Non-Serviced Primary Servicing Fee Rate).


“Pooled Available
Funds”: With respect to any Distribution Date, an amount equal to the sum of (without duplication) (which, for the avoidance
of doubt, shall not include any amounts received in respect of (or allocated to) the Trust Subordinate Companion Loan pursuant to the
terms of the Park West Village Intercreditor Agreement and this Agreement):


(a)              
the aggregate amount of all cash received on the Mortgage Loans (in the case of each Non-Serviced Mortgage Loan, only to the
extent received by the Trust pursuant to the related Non-Serviced PSA and/or the related Non-Serviced Intercreditor Agreement) (including
the portion of Loss of Value Payments deposited into the Collection Account pursuant to Section 3.05(g) of this Agreement)
and any REO Property (including Compensating Interest Payments with respect to the Mortgage Loans required to be deposited by the Master
Servicer pursuant to Section 3.17(a)) on deposit in the Collection Account (in each case, exclusive of any amount on deposit
in or credited to any portion of the Collection Account that is held for the benefit of the Companion Holders or the Holders of the Loan-Specific
Certificates), as of the close of business on the related P&I Advance Date, exclusive of (without duplication):


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


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


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




    	 	-103-	 



    


    

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


(v)                              [reserved];


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


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


(viii)                     any Penalty
Charges allocable to the Mortgage Loans, to the extent permitted by law, excluding any interest calculated at the Mortgage Rate for the
related Mortgage Loan;


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


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


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


(e)              
the Pooled Gain-on-Sale Remittance Amount for such Distribution Date.


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


“Pooled Certificate
Realized Loss”: With respect to the Mortgage Loans and any Distribution Date, the amount, if any, by which (i) the aggregate
Certificate Balance of the Pooled Principal Balance Certificates, after giving effect to distributions of principal on such Distribution
Date, exceeds (ii) the aggregate Stated Principal Balance of the Mortgage Loans in the Trust (for purposes of this calculation, the aggregate
Stated Principal Balance will not be reduced by the amount of principal payments received on the Mortgage Loans that were used to reimburse
the Master Servicer, the Special Servicer or the Trustee from general collections of




    	 	-104-	 



    


    

principal on the Mortgage Loans for Workout-Delayed
Reimbursement Amounts, to the extent those amounts are not otherwise determined to be Nonrecoverable Advances), including any REO Loans
(but in each case, excluding any Companion Loan), as of the end of the last day of the related Collection Period.


“Pooled Certificateholder”:
A Certificateholder of a Pooled Certificate.


“Pooled Certificates”:
Each of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Cass A-S, Class B, Class C, Class D, Class E, Class F,
Class G-RR, Class H-RR, Class X-A, Class X-B, Class X-D, Class X-F and Class R Certificates.


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


“Pooled Gain-on-Sale
Remittance Amount”: For each Distribution Date, the lesser of (i) the amount on deposit in the Gain-on-Sale Reserve Account
on such Distribution Date, and (ii) the amount distributable from the Gain-on-Sale Reserve Account pursuant to Section 4.01(j).


“Pooled Horizontal
Risk Retention Certificates”: The Class G-RR and Class H-RR Certificates.


“Pooled HRR Retaining
Party”: Argentic Securities Holdings 2 Cayman Limited and any Subsequent Third Party Purchaser, in each case for so long as
it holds one or more Pooled Horizontal Risk Retention Certificates.


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


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




    	 	-105-	 



    


    

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


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


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


“Pooled Regular
Certificates”: Each of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A,
Class X-B, Class A-S, Class B, Class C, Class X-D, Class X-F, Class D, Class E, Class F, Class G-RR and Class H-RR Certificates.


“Pooled Scheduled
Principal Distribution Amount”: With respect to any Distribution Date and the Mortgage Loans, the aggregate of the principal
portions of the following: (a) all Periodic Payments (excluding Balloon Payments) due in respect of such Mortgage Loans during or, if
and to the extent not previously received or advanced pursuant to Section 4.03 in respect of a preceding Distribution Date (and
not previously distributed to Certificateholders), prior to the related Collection Period, and all Pooled Assumed Scheduled Payments with
respect to the Mortgage Loans for the related Collection Period, in each case to the extent either (i) paid by the Mortgagor as of the
Determination Date (or, with respect to each Mortgage Loan with a Due Date occurring or a Grace Period ending after the related Determination
Date, the related Due Date or last day of such Grace Period, as applicable, to the extent received by the Master Servicer as of the Business
Day preceding the related P&I Advance Date) or (ii) advanced by the Master Servicer or the Trustee, as applicable, pursuant to Section
4.03 in respect of such Distribution Date, and (b) all Balloon Payments with respect to the Mortgage Loans to the extent received
on or prior to the related Determination Date (or, with respect to each Mortgage Loan with a Due Date occurring or a Grace Period ending
after the related Determination Date, the related Due Date or last day of such Grace Period, as applicable, to the extent received by
the Master Servicer as of the Business Day preceding the related P&I Advance Date), and to the extent not included in clause (a) above.
The Pooled Scheduled Principal Distribution Amount from time to time shall include all late payments of principal made by a Mortgagor
with respect to the Mortgage Loans, including late payments in respect of




    	 	-106-	 



    


    

a delinquent Balloon Payment, received by the
times described above in this definition, except to the extent those late payments are otherwise available to reimburse the Master Servicer
or the Trustee, as the case may be, for prior Advances, as described above.


“Pooled Transfer
Restriction Period”: The period from the Closing Date to the earliest of (A) the latest of (i) the date on which the aggregate
unpaid principal balance of all outstanding Mortgage Loans has been reduced to 33.0% of the aggregate Cut-off Date Balance of the Mortgage
Loans; (ii) the date on which the aggregate outstanding principal balance of the Pooled Principal Balance Certificates has been reduced
to 33.0% of the aggregate outstanding principal balance of the Pooled Principal Balance Certificates as of the Cut-off Date; and (iii) two
years after the Closing Date; (B) solely with respect to the Pooled Horizontal Risk Retention Certificates to the extent that the Pooled
Horizontal Risk Retention Certificates have been transferred to a Subsequent Third Party Purchaser, the date on which all of the Mortgage
Loans have been defeased in accordance with §246.7(b)(8)(i) of the Risk Retention Rules; and (C) the date on which the applicable
portion of the Risk Retention Requirements has been effectively abolished or officially determined by the OCC, the Board of Governors
of the Federal Reserve System, the FDIC, the Federal Housing Finance Agency, the Commission and the Department of Housing and Urban Development
to be no longer applicable to the Trust.


“Pooled Unscheduled
Principal Distribution Amount”: With respect to any Distribution Date and the Mortgage Loans, the aggregate of the following:
(a) all Principal Prepayments received on such Mortgage Loan on or prior to the Determination Date and (b) the principal portions
of all Liquidation Proceeds, Insurance and Condemnation Proceeds (net of Special Servicing Fees, Liquidation Fees, any amount related
to Loss of Value Payments to the extent that such amount was transferred into the Collection Account during the related Collection Period,
accrued interest on Advances and other additional expenses of the Trust incurred in connection with the related Mortgage Loan) and, if
applicable, REO Revenues received with respect to such Mortgage Loan and any REO Loans on or prior to the related Determination Date,
but in each case only to the extent that such principal portion represents a recovery of principal for which no advance was previously
made pursuant to Section 4.03 in respect of a preceding Distribution Date.


“Pooled Voting Rights”:
The portion of the voting rights of all of the Pooled Certificates which is allocated to any Pooled Certificate. At all times during the
term of this Agreement, the Pooled Voting Rights shall be allocated among the various Classes of Certificateholders as follows: (i) 2%
in the case of the Class X Certificates (allocated pro rata, based upon their respective Notional Amounts as of the date of determination)
and (ii) in the case of any Pooled Principal Balance Certificates, a percentage equal to the product of 98% and a fraction, the numerator
of which is equal to the aggregate Certificate Balance (and solely in connection with any vote for purposes of determining whether to
remove the Special Servicer pursuant to Section 7.01(d), the Operating Advisor pursuant to Section 3.26(j) or the Asset
Representations Reviewer pursuant to Section 12.05, taking into account any notional reduction in the Certificate Balance for Appraisal
Reduction Amounts allocated to such Certificates pursuant to Section 4.05(a) hereof) of such Class, in each case, determined as
of the Distribution Date immediately preceding such time, and the denominator of which is equal to the aggregate Certificate Balance (and
solely in connection with any vote for purposes of determining whether to remove the Special Servicer pursuant to Section 7.01(d),
the Operating Advisor pursuant to




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Section 3.26(j) or the Asset Representations
Reviewer pursuant to Section 12.05, taking into account any notional reduction in the Certificate Balance for Appraisal Reduction
Amounts allocated to such Certificates pursuant to Section 4.05(a) hereof) of the Pooled Principal Balance Certificates, each
determined as of the Distribution Date immediately preceding such time. The Pooled Voting Rights of any class of certificates are required
to be allocated among Pooled Certificateholders of such class in proportion to their respective Percentage Interests. The Class R Certificates
shall not be entitled to any Pooled Voting Rights.


“Pooled Weighted
Average Net Mortgage Rate”: With respect to any Distribution Date, a per annum rate equal to the weighted average of
the Net Mortgage Rates in effect for each Mortgage Loan (including any Non-Serviced Mortgage Loan) and REO Loan (other than the portion
of an REO Loan related to any Companion Loan) as of their respective Due Dates in the month preceding the month in which such Distribution
Date occurs, weighted on the basis of their respective Stated Principal Balances immediately following the Distribution Date (or, if applicable,
the Closing Date) in such preceding month.


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


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


“Preliminary Prospectus”:
The Preliminary Prospectus, dated August 11, 2022, relating to the Offered Certificates.


“Prepayment Assumption”:
A “constant prepayment rate” of 0% used for determining the accrual of original issue discount and market discount, if any,
and the amortization premium, if any, on the Certificates for federal income tax purposes.


“Prepayment Interest
Excess”: For any Distribution Date and with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced
Whole Loan that was subject to a Principal Prepayment in full or in part during the related Collection Period, which Principal Prepayment
was applied to such Mortgage Loan or Serviced Whole Loan, as applicable, after the related Due Date but on or before the following Determination
Date, the amount of interest (net of the related Servicing Fees), to the extent collected from the related Mortgagor (without regard to
any Prepayment Premium or Yield Maintenance Charge actually collected), that would have accrued at a rate per annum equal to (x) in
the case of any such Mortgage Loan other than a Serviced Whole Loan, the sum of (i) the related Net Mortgage Rate for such Mortgage
Loan, and (ii) the Certificate Administrator Fee Rate, the Operating Advisor Fee Rate, the Asset Representations Reviewer Fee Rate
and the CREFC® Intellectual Property Royalty License Fee Rate and (y) in the case of any Serviced Whole Loan, the
Mortgage Rate (net of Servicing Fees) on the amount of such Principal Prepayment from such Due Date to, but not including, the date of
such prepayment (or any later date through which interest accrues). Prepayment Interest Excesses (to the extent not offset by Prepayment
Interest Shortfalls or required to be paid as Compensating Interest Payments) collected on the Mortgage Loans (other than any Non-Serviced
Mortgage Loan) and any related Serviced Companion Loan, will be retained by the Master Servicer as additional servicing compensation.




    	 	-108-	 



    


    


“Prepayment Interest
Shortfall”: For any Distribution Date and with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced
Whole Loan that was subject to a Principal Prepayment in full or in part during the related Collection Period, which Principal Prepayment
was applied to such Mortgage Loan or Serviced Whole Loan, as applicable, after the related Determination Date in any calendar month (or,
with respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Companion Loan, as applicable, with a Due Date
occurring after the related Determination Date, the related Due Date) and prior to the following Due Date, the amount of interest (net
of the related Servicing Fees), to the extent not collected from the related Mortgagor (without regard to any Prepayment Premium or Yield
Maintenance Charge actually collected), that would have accrued at a rate per annum equal to (x) in the case of any such Mortgage
Loan other than a Serviced Whole Loan, the sum of (i) the related Net Mortgage Rate for such Mortgage Loan, and (ii) the Certificate
Administrator Fee Rate, the Operating Advisor Fee Rate, the Asset Representations Reviewer Fee Rate and the CREFC® Intellectual
Property Royalty License Fee Rate and (y) in the case of any Serviced Whole Loan, the Mortgage Rate (net of Servicing Fees) on the
amount of such Principal Prepayment during the period commencing on the date as of which such Principal Prepayment was applied to such
Mortgage Loan or Serviced Whole Loan, as applicable, and ending on such following Due Date. With respect to any AB Whole Loan, any Prepayment
Interest Shortfall for any Distribution Date shall be allocated first to the related AB Subordinate Companion Loan (and with respect to
the Park West Village Whole Loan, to the related Trust Subordinate Companion Loan, and correspondingly to the Loan-Specific Certificates)
and then to the related Mortgage Loan.


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


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


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


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




    	 	-109-	 



    


    

Servicer and Special Servicer with regard to
any determination of the Prime Rate in accordance with the parenthetical in the preceding sentence.


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


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


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


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


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


“Privileged Person”:
The Depositor and its designees, the Initial Purchasers, the Loan-Specific Initial Purchasers, the Underwriters, the Mortgage Loan Sellers,
the Master Servicer, the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate
Administrator, any Additional Servicer designated by the Master Servicer or the Special Servicer, the Operating Advisor, any Affiliate
of the Operating Advisor designated by the Operating Advisor, the Asset Representations Reviewer, any




    	 	-110-	 



    


    

Companion Holder who provides an Investor Certification,
any Non-Serviced Master Servicer, any Non-Serviced Special Servicer, any Other Servicer, any Person (including the Directing Certificateholder
or the Risk Retention Consultation Party) who provides the Certificate Administrator with an Investor Certification, and any NRSRO (including
any Rating Agency) that provides the Certificate Administrator with an NRSRO Certification, which Investor Certification and NRSRO Certification
may be submitted electronically via the Certificate Administrator’s Website; provided, however, that in no event may
a Borrower Party (other than a Borrower Party that is the Risk Retention Consultation Party or the Special Servicer) be entitled to receive
(i) if such party is the Directing Certificateholder, any Controlling Class Certificateholder or any Park West Village Directing
Holder, any Excluded Information via the Certificate Administrator’s Website unless a loan-by-loan segregation is later performed
by the Certificate Administrator, in which case such access shall only be prohibited with respect to the related Excluded Controlling
Class Loan(s), and (ii) if such party is not the Directing Certificateholder, any Controlling Class Certificateholder or any Park
West Village Directing Holder, any information other than the Distribution Date Statement. In determining whether any Person is an Additional
Servicer or an Affiliate of the Operating Advisor, the Certificate Administrator may rely on direction by the Master Servicer, the Special
Servicer, any Mortgage Loan Seller or the Operating Advisor, as the case may be.


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




    	 	-111-	 



    


    

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


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


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


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


“Prospectus”:
The Prospectus, dated August 17, 2022, relating to the Offered Certificates.


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


“PTCE”:
Prohibited Transaction Class Exemption.


“Purchase Price”:
With respect to any Mortgage Loan or Trust Subordinate Companion Loan (or any related REO Loan) (including, to the extent required pursuant
to the final paragraph of this definition, any related Companion Loan) to be purchased pursuant to (A) Section 5 or Section
19, as applicable, of the related Mortgage Loan Purchase Agreement by the related Mortgage Loan Seller or Additional Repurchase Obligor,
(B) Section 3.16, or (C) Section 9.01, a price, without duplication, equal to:


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


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


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


(iv)                                if such Mortgage Loan or Trust Subordinate Companion Loan (or related REO Loan) is being repurchased or substituted by the related
Mortgage Loan Seller or Additional Repurchase Obligor, pursuant to Section 5 or Section




    	 	-112-	 



    


    

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


(v)                                    Liquidation Fees, if any, payable with respect to such Mortgage Loan, Trust Subordinate Companion Loan or related REO Loan (including
for such purpose, to the extent required pursuant to the final paragraph hereof, the related Companion Loan(s)) (which will not include
any Liquidation Fees if such repurchase occurs prior to the expiration of the Extended Cure Period); plus


(vi)                               
solely in the case of a repurchase or substitution by the related Mortgage Loan Seller (or the related Additional Repurchase Obligor),
any Asset Representations Reviewer Asset Review Fee for such Mortgage Loan, to the extent not previously paid by the related Mortgage
Loan Seller (or the related Additional Repurchase Obligor).


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




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


“Qualified Insurer”:
(i) With respect to any Mortgage Loan, Trust Subordinate Companion Loan, REO Loan or REO Property, an insurance company or security
or bonding company qualified to write the related Insurance Policy in the relevant jurisdiction with an insurance financial strength rating
of at least: (a) “A3” by Moody’s (or, if not rated by Moody’s an equivalent rating by one NRSRO (which may
include Fitch or KBRA)) and (b) “A” by Fitch (or, if not rated by Fitch, at least “A-” or an equivalent rating
as “A-” by one other NRSRO (which may include Moody’s or KBRA)), and (ii) with respect to the fidelity bond and
errors and omissions insurance policy required to be maintained pursuant to Section 3.07(c), except as otherwise permitted
by Section 3.07(c), an insurance company that has a claims paying ability (or the obligations which are guaranteed or backed
by a company having such claims paying ability) rated by at least one (1) of the following rating agencies of at least (a) “A-3”
by Moody’s, (b) “A-” by S&P, (c) “A-” by Fitch, (d) “A-:X” by A.M. Best Company,
Inc. or (e) “A(low)” by DBRS Morningstar, or, in the case of clauses (i) or (ii), any other insurer acceptable to the
Rating Agencies, as evidenced by a Rating Agency Confirmation and a confirmation of the applicable rating agencies that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25).


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




    	 	-114-	 



    


    

downgrade or withdrawal of the ratings (or
placement on “watch status” in contemplation of a rating downgrade or withdrawal) of securities in a transaction serviced
by the applicable servicer prior to the time of determination.


“Qualified Substitute
Mortgage Loan”: A substitute mortgage loan (other than with respect to the Whole Loans, for which no substitution will be permitted)
replacing a removed Mortgage Loan that must, on the date of substitution: (i) have an outstanding principal balance, after application
of all scheduled payments of principal and interest due during or prior to the month of substitution, whether or not received, not in
excess of the Stated Principal Balance of the removed Mortgage Loan as of the Due Date in the calendar month during which the substitution
occurs; (ii) have a Mortgage Rate not less than the Mortgage Rate of the removed Mortgage Loan (determined without regard to any
prior modification, waiver or amendment of the terms of the removed Mortgage Loan); (iii) have the same Due Date as and Grace Period
no longer than that of the removed Mortgage Loan; (iv) accrue interest on the same basis as the removed Mortgage Loan (for example,
on the basis of a 360 day year consisting of twelve 30-day months); (v) have a remaining term to stated maturity not greater
than, and not more than two (2) years less than, the remaining term to stated maturity of the removed Mortgage Loan; (vi) have
a then-current loan-to-value ratio equal to or less than the lesser of the loan-to-value ratio for the removed Mortgage Loan as of
the Closing Date and 75%, in each case using the “value” for the Mortgaged Property as determined using an Appraisal; (vii) comply
(except in a manner that would not be adverse to the interest of the Certificateholders) as of the date of substitution in all material
respects with all of the representations and warranties set forth in the applicable Mortgage Loan Purchase Agreement; (viii) have
an environmental report that indicates no material adverse environmental conditions with respect to the related Mortgaged Property and
which will be delivered as a part of the related Mortgage File; (ix) have a then-current debt service coverage ratio at least
equal to the greater of the original debt service coverage ratio of the removed Mortgage Loan as of the Closing Date and 1.25x; (x) constitute
a “qualified replacement mortgage” within the meaning of Section 860G(a)(4) of the Code as evidenced by an Opinion of
Counsel (provided at the applicable Mortgage Loan Seller’s expense); (xi) not have a maturity date or an amortization period
that extends to a date that is after the date five (5) years prior to the Rated Final Distribution Date; (xii) have comparable prepayment
restrictions to those of the removed Mortgage Loan; (xiii) not be substituted for a removed Mortgage Loan unless the Trustee and
the Certificate Administrator have received Rating Agency Confirmation from each Rating Agency (the cost, if any, of obtaining such Rating
Agency Confirmation to be paid by the applicable Mortgage Loan Seller); (xiv) have been approved, so long as a Control Termination
Event has not occurred and is not continuing and the affected Mortgage Loan is not an Excluded Loan, by the Directing Certificateholder;
(xv) prohibit defeasance within two (2) years of the Closing Date; (xvi) not be substituted for a removed Mortgage Loan
if it would result in an Adverse REMIC Event or the imposition of tax other than a tax on income expressly permitted or contemplated to
be imposed by the terms of this Agreement, as determined by an Opinion of Counsel at the cost of the related Mortgage Loan Seller; (xvii) have
an engineering report that indicates no material adverse property condition or deferred maintenance with respect to the related Mortgaged
Property that will be delivered as a part of the related Servicing File; and (xviii) be current in the payment of all scheduled payments
of principal and interest then due. In the event that more than one mortgage loan is substituted for a removed Mortgage Loan, then the
amounts described in clause (i) shall be determined on the basis of aggregate Stated Principal Balances and each such proposed




    	 	-115-	 



    


    

Qualified Substitute Mortgage Loan shall individually
satisfy each of the requirements specified in clauses (ii) through (xviii); provided that the rates described
in clause (ii) above and the remaining term to stated maturity referred to in clause (v) above shall be determined
on a weighted average basis; provided, further, that no individual Mortgage Rate (net of the Servicing Fee Rate, the Certificate
Administrator Fee Rate, the Operating Advisor Fee Rate, the Asset Representations Reviewer Fee Rate and the CREFC® Intellectual
Property Royalty License Fee Rate and, in the case of a Non-Serviced Mortgage Loan, the related Non-Serviced Primary Servicing Fee Rate)
shall be lower than the highest fixed Pass-Through Rate (and not based on, or subject to a cap equal to, the Pooled Weighted Average
Net Mortgage Rate) of any Class of Pooled Principal Balance Certificates having a Certificate Balance then outstanding. When a Qualified
Substitute Mortgage Loan is substituted for a removed Mortgage Loan, the applicable Mortgage Loan Seller shall certify that the Qualified
Substitute Mortgage Loan meets all of the requirements of the above definition and shall send such certification to the Trustee, the Certificate
Administrator and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder.


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


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


“Rated Final Distribution
Date”: As to each Class of Certificates (other than the Class H-RR, Class PWV-RR and Class R Certificates), the Distribution
Date in September 2055.


“Rating Agency”:
(i) Except with respect to the Park West Village Trust Subordinate Companion Loan and the Loan-Specific Certificates, each of KBRA, Fitch
and Moody’s or their successors in interest and (ii) solely with respect to the Park West Village Trust Subordinate Companion Loan
and the Loan-Specific Certificates, Moody’s or its successor in interest. If no such rating agency nor any successor thereof remains
in existence, “Rating Agency” shall be deemed to refer to such nationally recognized statistical rating agency or other comparable
Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator,
the Special Servicer and the Master Servicer, and specific ratings of KBRA, Fitch and Moody’s herein referenced shall be deemed
to refer to the equivalent ratings of the party so designated.


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


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


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




    	 	-116-	 



    


    

“Realized Loss”:
The Pooled Certificate Realized Losses and the Park West Village Realized Losses, as applicable.


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


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


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


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


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


“Regulation D”:
Regulation D under the Act.


“Regulation RR”:
Regulation RR under the Act, as such may be amended from time to time, and subject to such clarification and interpretation as have been
provided by the Commission or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.


“Regulation S”:
Regulation S under the Act.


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


“Reimbursement Rate”:
The rate per annum applicable to the accrual of interest on Servicing Advances in accordance with Section 3.03(d) and
P&I Advances in accordance with Section 4.03(d), which rate per annum shall be compounded annually at the Prime
Rate.




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


	Related
    Certificates
	Related

    Lower-Tier Regular Interests and Related Trust Subordinate Companion Loan REMIC Regular Interests

	Class A-1
    Certificates	Class LA1
    Uncertificated Interest
	Class A-2
    Certificates	Class LA2
    Uncertificated Interest
	Class A-3
    Certificates	Class LA3
    Uncertificated Interest
	Class A-4
    Certificates	Class LA4
    Uncertificated Interest
	Class A-5
    Certificates	Class LA5
    Uncertificated Interest
	Class A-SB
    Certificates	Class LASB
    Uncertificated Interest
	Class A-S
    Certificates	Class LAS
    Uncertificated Interest
	Class B
    Certificates	Class LB
    Uncertificated Interest
	Class C
    Certificates	Class LC
    Uncertificated Interest
	Class D
    Certificates	Class LD
    Uncertificated Interest
	Class
    E Certificates	Class
    LE Uncertificated Interest
	Class F
    Certificates	Class LF
    Uncertificated Interest
	Class G-RR
    Certificates	Class LGRR
    Uncertificated Interest
	Class H-RR
    Certificates	Class LHRR
    Uncertificated Interest
	Class
    PWV-A Certificates	Class
    LPWVA Uncertificated Interest
	Class
    PWV-B Certificates	Class
    LPWVB Uncertificated Interest
	Class
    PWV-RR Certificates	Class
    LPWVRR Uncertificated Interest


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


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


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




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


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


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


“REO Account”:
A segregated custodial account or accounts created and maintained by (a) with respect to each of the Mortgage Loans other than the Park
West Village Mortgage Loan, the Special Servicer pursuant to Section 3.14(b) on behalf of the Trustee for the benefit of the
Certificateholders and with respect to any Serviced Whole Loan, for the benefit of the related Serviced Companion Noteholder, which shall
initially be entitled “Argentic Services Company LP, or the applicable successor special servicer, as Special Servicer, on behalf
of Wilmington Trust, National Association, as Trustee, for the benefit of registered holders of BBCMS Mortgage Trust 2022-C17, Commercial
Mortgage Pass-Through Certificates, Series 2022-C17, REO Account” and (b) with respect to the Park West Village Mortgage Loan,
the Park West Village Special Servicer pursuant to Section 3.14(b) on behalf of the Trustee for the benefit of the Certificateholders
and with respect to any Serviced Whole Loan, for the benefit of the related Serviced Companion Noteholder, which shall initially be entitled
“KeyBank National Association, or the applicable successor special servicer, as Park West Village Special Servicer, on behalf of
Wilmington Trust, National Association, as Trustee, for the benefit of registered holders of BBCMS Mortgage Trust 2022-C17, Commercial
Mortgage Pass-Through Certificates, Series 2022-C17, REO Account”. Any such account or accounts shall be an Eligible Account.


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


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


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


“REO Loan”:
Each of the Mortgage Loans (and, with respect to any Serviced Whole Loan, the related Companion Loan(s), as applicable), deemed for purposes
hereof to be outstanding with respect to each REO Property. Each REO Loan shall be deemed to be outstanding for so long as the applicable
portion of the related REO Property (or beneficial interest therein, in the case of a Non-Serviced Mortgage Loan) remains part of
the Trust Fund and provides for Pooled Assumed Scheduled Payments or Park West Village Assumed Scheduled Payments on each Due Date therefor,
and otherwise has the same terms and conditions as its predecessor Mortgage Loan or Companion Loan, if applicable, including, without
limitation, with respect to the calculation of the Mortgage Rate in effect from time to




    	 	-119-	 



    


    

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


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




    	 	-120-	 



    


    

Property. For the avoidance of doubt, REO Property,
to the extent allocable to a Companion Loan, shall not be an asset of the Trust Fund or any Trust REMIC.


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


“Reportable Event”:
As defined in Section 11.07.


“Reporting Requirements”:
As defined in Section 11.12.


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


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


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


“Repurchased Note”:
As defined in Section 3.34(a).


“Repurchasing Mortgage
Loan Seller”: As defined in Section 3.34(a).


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


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


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


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


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


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


“Responsible Officer”:
When used with respect to (i) the Trustee, any officer of the Corporate Trust Office of the Trustee with direct responsibility for
the administration of this




    	 	-121-	 



    


    

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


“Restricted Party”:
As defined in the definition of Privileged Information Exception.


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


“Retained Certificate
Safekeeping Account”: One or more accounts maintained by the Certificate Administrator for purposes of holding the Class PWV-RR
Certificates, which account(s) shall be deemed to be owned by the Holder(s) of the Class PWV-RR Certificates; provided that, for
so long as there are multiple Holders of the Class PWV-RR Certificates, the Certificate Administrator may establish a separate Retained
Certificate Safekeeping Account for the benefit of each such Holder, and the term “Retained Certificate Safekeeping Account”
shall refer to the applicable account or accounts, as the context requires.


“Retained Defeasance
Rights and Obligations”: As defined in Section 3.18(g).


“Retained Fee Rate”:
A rate equal to (i) if no Primary Servicing Fee or subservicing fee rate is payable to a party other than the Master Servicer, 0.00125%
or (ii) if a Primary Servicing Fee or subservicing fee rate is payable to a party other than the Master Servicer, 0.00125%, plus any such
Primary Servicing Fee or subservicing fee rate payable to a party other than the Master Servicer.


“Retaining Parties”:
With respect to (a) the securitization of the Mortgage Loans effected by this Agreement, the VRR Retaining Party and the Pooled HRR Retaining
Party, as the context requires, and (b) the securitization of the Trust Subordinate Companion Loan effected by this Agreement, the Park
West Village Retaining Party.


“Retaining Sponsor”:
With respect to (i) the VRR Interest and the Risk Retention Certificates, Argentic Real Estate Finance LLC, and (ii) with respect to the
Class PWV-RR Certificates, BMO.


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


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


“Risk Retention
Affiliate” or “Risk Retention Affiliated”: Means “affiliate of” or “affiliated with”,
as such terms are defined in 12 C.F.R. 246.2 of the Risk Retention Rules.




    	 	-122-	 



    


    

“Risk Retention
Certificate”: The Pooled Horizontal Risk Retention Certificates other than the portion comprising the VRR Interest or the Class
PWV-RR Certificates, as the context requires.


“Risk Retention
Consultation Party”: The party selected by the holders of more than 50% of the VRR Interest by Certificate Balance. The certificate
administrator and the other parties hereto shall be entitled to assume that the identity of the Risk Retention Consultation Party has
not changed until such parties receive written notice of (including the identity and contact information for) a replacement of such Risk
Retention Consultation Party from a party holding the requisite interest in the VRR Interest (as confirmed by the certificate registrar).
Notwithstanding the foregoing, the Risk Retention Consultation Party shall not have any consultation rights with respect to any related
Excluded Loan. As of the Closing Date, there shall be no Risk Retention Consultation Party.


“Risk Retention
Requirements”: The credit risk retention requirements of Section 15G of the Exchange Act (15 U.S.C. §78o-11), as added
by Section 941 of the Dodd-Frank Act.


“Risk Retention
Rules”: Regulation RR, 17 C.F.R. Part 246.


“Rule 144A”:
Rule 144A under the Act.


“Rule 144A
Book-Entry Certificate”: With respect to the Non-Registered Certificates offered and sold in reliance on Rule 144A,
a single, permanent Book-Entry Certificate, in definitive, fully registered form without interest coupons.


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


“S&P”:
S&P Global Ratings, acting through Standard & Poor’s Financial Services LLC, and its successors in interest. If neither
S&P nor any successor remains in existence, “S&P” shall be deemed to refer to such other nationally recognized statistical
rating agency or other comparable Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee,
the Certificate Administrator, the Master Servicer, the Directing Certificateholder and the Special Servicer and specific ratings of S&P
herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.


“Sarbanes-Oxley
Act”: The Sarbanes-Oxley Act of 2002 and the rules and regulations of the Commission promulgated thereunder (including any
interpretations thereof by the Commission’s staff).


“Sarbanes-Oxley
Certification”: As defined in Section 11.05(a)(iv).


“Schedule AL Additional
File”: The data file containing additional information or schedules regarding data points in the CREFC® Schedule
AL File in accordance with Item 1111(h)(4) of Regulation AB and Item 601(b)(103) of Regulation S-K under the Securities Act.




    	 	-123-	 



    


    

“Secure Data Room”:
The “Secure Data Room” tab, which shall initially be located within the Certificate Administrator’s Website (initially
“www.ctslink.com”) on the page relating to this transaction.


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


“Security Agreement”:
With respect to any Mortgage Loan, any security agreement or equivalent instrument, whether contained in the related Mortgage or executed
separately, creating in favor of the holder of such Mortgage a security interest in the personal property constituting security for repayment
of such Mortgage Loan.


“Senior Certificate”:
Any Class A Certificate (other than the Class A-S Certificates) or Class X Certificate.


“Service(s)”
or “Servicing”:  In accordance with Regulation AB, the act of servicing and administering the Mortgage Loans
or any other assets of the Trust by an entity (other than the Certificate Administrator and the Trustee) that meets the definition of
“servicer” set forth in Item 1101 of Regulation AB and is subject to the disclosure requirements set forth in Item 1108
of Regulation AB.  For clarification purposes, any uncapitalized occurrence of this term shall have the meaning commonly understood
by participants in the CMBS market.


“Serviced AB Subordinate
Companion Loan”: Any AB Subordinate Companion Loan related to a Serviced AB Whole Loan. For the avoidance of doubt, the Park
West Village Subordinate Companion Loans are the only Serviced AB Subordinate Companion Loan related to the Trust as of the Closing Date.


“Serviced AB Whole
Loan”: Any AB Whole Loan serviced pursuant to this Agreement. For the avoidance of doubt, the Park West Village Whole Loan is
the only Serviced AB Whole Loan related to the Trust as of the Closing Date.


“Serviced Companion
Loan”: Each of (i) the Pari Passu Companion Loans identified as “Serviced” under the column entitled “Type”
in the “Whole Loan” chart in the Preliminary Statement and (ii) any AB Subordinate Companion Loan related to a Serviced AB
Whole Loan, as applicable.


“Serviced Companion
Loan Securities”: Any class of securities backed, wholly or partially, by any Serviced Pari Passu Companion Loan or Serviced
AB Subordinate Companion Loan.


“Serviced Companion
Noteholder”: A holder of a (i) Serviced Pari Passu Companion Loan or (ii) any AB Subordinate Companion Loan related
to a Serviced AB Whole Loan, as applicable.


“Serviced Mortgage
Loan”: Each of (i) the Mortgage Loans identified as “Serviced” under the column entitled “Type” in the
“Whole Loan” chart in the Preliminary Statement and (ii) any AB Mortgage Loan related to a Serviced AB Whole Loan, as applicable.




    	 	-124-	 



    


    

“Serviced Pari Passu
Companion Loan”: Each of the Pari Passu Companion Loans identified as “Serviced” under the column entitled “Type”
in the “Whole Loan” chart in the Preliminary Statement.


“Serviced Pari Passu
Companion Loan Holder”: Any holder of record of any Serviced Pari Passu Companion Loan.


“Serviced Pari Passu
Companion Loan Securities”: For so long as the related Mortgage Loan or any successor REO Loan is in the Trust Fund, any class
of securities issued by another securitization and backed by a Serviced Pari Passu Companion Loan.


“Serviced Pari Passu
Mortgage Loan”: Each of the Mortgage Loans identified as “Serviced” under the column entitled “Type”
in the “Whole Loan” chart in the Preliminary Statement.


“Serviced Pari Passu
Whole Loan”: Each of the Whole Loans identified as “Serviced” under the column entitled “Type” in the
“Whole Loan” chart in the Preliminary Statement that has at least one Serviced Pari Passu Companion Loan.


“Serviced REO Loan”:  Any
REO Loan that is serviced by the Special Servicer pursuant to this Agreement.


“Serviced REO Property”:  Any
REO Property that is serviced by the Special Servicer pursuant to this Agreement.


“Serviced Securitized
Companion Loan”: Any Companion Loan that is a component of a Serviced Whole Loan, if and for so long as each such Companion
Loan is included in a Regulation AB Companion Loan Securitization.


“Serviced Whole
Loan”: Each of the Whole Loans identified as “Serviced” or “Servicing Shift” under the column entitled
“Type” in the “Whole Loan” chart in the Preliminary Statement. After the related Servicing Shift Date, a Servicing
Shift Whole Loan will cease to be a Serviced Whole Loan.


“Serviced Whole
Loan Controlling Holder”: The “Controlling Noteholder” or similar term identified in the Intercreditor Agreement
related to a Serviced Whole Loan.


“Serviced Whole
Loan Remittance Date”: With respect to any Serviced Companion Loan, (x) prior to contribution of such Serviced Companion
Loan to an Other Securitization, a date as set forth in the related Intercreditor Agreement (or if no such date is specified, the P&I
Advance Date) and (y) following contribution of such Serviced Companion Loan to an Other Securitization, the earlier of (A) P&I
Advance Date or (B) the Business Day immediately succeeding the “determination date” set forth in the related Other Pooling
and Servicing Agreement, or such earlier date as required by the related Intercreditor Agreement; provided, however, that,
unless otherwise required under the related Intercreditor Agreement, no remittance is required to be made until two (2) Business Days
after receipt of properly identified and available funds constituting the related Periodic Payment with respect to the related Serviced
Whole Loan.




    	 	-125-	 



    


    

“Servicer Termination
Event”: One or more of the events described in Section 7.01(a).


“Servicing Account”:
The account or accounts created and maintained pursuant to Section 3.03(a).


“Servicing Advances”:
All customary, reasonable and necessary “out of pocket” costs and expenses (including attorneys’ fees and expenses and
fees of real estate brokers) incurred by the Master Servicer, the Special Servicer, Certificate Administrator, or the Trustee, as applicable,
in connection with the servicing and administering of (a) a Mortgage Loan (and in the case of a Serviced Mortgage Loan, the related
Serviced Companion Loan(s)), other than a Non-Serviced Mortgage Loan, in respect of which a default, delinquency or other unanticipated
event has occurred or as to which a default is reasonably foreseeable or (b) a Mortgaged Property securing a Mortgage Loan (other
than a Non-Serviced Mortgage Loan) or an REO Property (other than an REO Property related to a Non-Serviced Mortgage Loan), including,
in the case of each of such clause (a) and clause (b), but not limited to, (x) the cost of (i) compliance
with the Master Servicer’s obligations set forth in Section 3.03(c), (ii) the preservation, restoration and protection
of a Mortgaged Property, (iii) obtaining any Insurance and Condemnation Proceeds or any Liquidation Proceeds of the nature described
in clauses (i) – (vi) of the definition of “Liquidation Proceeds,” (iv) any enforcement
or judicial proceedings with respect to a Mortgaged Property, including foreclosures and (v) the operation, leasing, management,
maintenance and liquidation of any REO Property and (y) any amount specifically designated herein to be paid as a “Servicing
Advance”. Notwithstanding anything to the contrary, “Servicing Advances” shall not include allocable overhead of the
Master Servicer or the Special Servicer, such as costs for office space, office equipment, supplies and related expenses, employee salaries
and related expenses and similar internal costs and expenses or costs and expenses incurred by any such party in connection with its purchase
of a Mortgage Loan or REO Property. None of the Master Servicer, the Special Servicer or the Trustee shall make any Servicing Advance
in connection with the exercise of any cure rights or purchase rights granted to the holder of a Companion Loan under the related Intercreditor
Agreement or this Agreement.


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


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


“Servicing Fee Rate”:
With respect to each Mortgage Loan (excluding any Non-Serviced Mortgage Loan) and REO Loan, a per annum rate equal to the rate
set forth on the Mortgage Loan Schedule under the heading “Total Servicing Fee”, in each case computed on the basis of the
Stated Principal Balance of the related Mortgage Loan or REO Loan in the same manner in which interest is calculated in respect of such
loans. With respect to each Serviced Companion Loan (other than the Trust Subordinate Companion Loan), a per annum rate equal to
0.00125%, in each case computed on the basis of the Stated Principal Balance of the related Companion Loan or REO Loan in the same manner
in which interest is calculated in respect of




    	 	-126-	 



    


    

such loans. With respect to the Trust Subordinate
Companion Loan, the “Servicing Fee Rate” shall be a per annum rate equal to 0.00250%. With respect to each Non-Serviced
Mortgage Loan, the “Servicing Fee Rate” shall be a per annum rate equal to 0.00125%.


“Servicing File”:
A photocopy or an electronic copy of all items required to be included in the Mortgage File, together with each of the following, (a)
to the extent such items were actually delivered to the related Mortgage Loan Seller, with respect to a Mortgage Loan and Trust Subordinate
Companion Loan and (to the extent that the identified documents existed on or before the Closing Date and the applicable reference to
Servicing File relates to any period after the Closing Date) delivered by the related Mortgage Loan Seller, to the Master Servicer: (i) a
copy of any engineering reports or property condition reports; (ii) other than with respect to a hotel property (except with respect
to tenanted commercial space within a hotel property), copies of a rent roll and, for any office, retail, industrial or warehouse property,
a copy of all leases and estoppels and subordination and non-disturbance agreements delivered to the related Mortgage Loan Seller;
(iii) copies of related financial statements or operating statements; (iv) all legal opinions (excluding attorney-client
communications between the related Mortgage Loan Seller, and its counsel that are privileged communications or constitute legal or other
due diligence analyses), Mortgagor’s certificates and certificates of hazard insurance and/or hazard insurance policies or other
applicable insurance policies, if any, delivered in connection with the closing of the related Mortgage Loan; (v) a copy of the Appraisal
for the related Mortgaged Property(ies); (vi) the documents that were delivered by or on behalf of the Mortgagor, which documents
were required to be delivered in connection with the closing of the related Mortgage Loan; (vii) for any Mortgage Loan that the related
Mortgaged Property is leased to a single tenant, a copy of the lease; and (viii) a copy of all environmental reports that were received
by the applicable Mortgage Loan Seller relating to the relevant Mortgaged Property and (b) copies of all modifications, extensions and
amendments related to the above, any Appraisals and any other document necessary to service the Mortgage Loans (other than any Non-Serviced
Mortgage Loan) and any Serviced Companion Loan, in each case, that are created or prepared after the Closing Date.


“Servicing Function
Participant”: Any Additional Servicer, Sub-Servicer, Subcontractor or any other Person, other than the Master Servicer,
the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator, that is performing activities that address
the Servicing Criteria, unless (i) such Person’s activities relate only to 5% or less of the Mortgage Loans by unpaid principal
balance as of any date of determination in accordance with Article XI or (ii) the Depositor reasonably determines that
a Master Servicer or the Special Servicer may, for the purposes of the Exchange Act reporting requirements pursuant to applicable Commission
guidance, take responsibility for the assessment of compliance with the Servicing Criteria of such Person. The Servicing Function Participants
as of the Closing Date are (i) each party to a Non-Serviced PSA that is performing activities that address the Servicing Criteria unless
such Person’s activities relate only to 5% or less of the Mortgage Loans by unpaid principal balance as of any date of determination
in accordance with Article XI and (ii) each other Person listed on Exhibit GG hereto. Exhibit GG shall
be updated and provided to the Depositor and the Certificate Administrator in accordance with Section 11.10(c).


“Servicing Officer”:
Any officer and/or employee of the Master Servicer, the Special Servicer or any Additional Servicer involved in, or responsible for, the
administration




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and servicing of the Mortgage Loans or Serviced
Companion Loans, whose name and specimen signature appear on a list of servicing officers furnished by the Master Servicer, the Special
Servicer or any Additional Servicer to the Certificate Administrator, the Trustee, the Operating Advisor and the Depositor on the Closing
Date as such list may be amended from time to time thereafter.


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


“Servicing Shift
Date”: With respect to any Servicing Shift Whole Loan, the date on which the related Servicing Shift Control Note is included
in a Non-Serviced Trust, provided that the holder of such Servicing Shift Control Note provides each of the parties to this Agreement
(in each case only to the extent such party will not also be a party to the related Non-Serviced PSA) with notice in accordance with the
terms of the related Intercreditor Agreement that such Servicing Shift Control Note is to be included in such Non-Serviced Trust which
notice shall include contact information for the related Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Certificate
Administrator and Non-Serviced Trustee. Each of the respective dates on which each of the Servicing Shift Control Notes is included in
a securitization trust is a Servicing Shift Date related to the Trust (subject to the proviso in the immediately preceding sentence).


“Servicing Shift
Mortgage Loan”: A Mortgage Loan that is part of a Servicing Shift Whole Loan.


“Servicing Shift
Whole Loan”: Any Whole Loan serviced under this Agreement as of the Closing Date, which includes a Mortgage Loan included in
the Trust Fund and one or more Companion Loans not included in the Trust Fund, but the servicing of which is expected to shift to the
related Non-Serviced PSA entered into in connection with the securitization, if any, of the related Servicing Shift Control Note on the
related Servicing Shift Date. The table in the Preliminary Statement hereto identifies the Servicing Shift Whole Loans related to the
Trust. For the avoidance of doubt, the Saks Fulfillment Center Whole Loan is the only Servicing Shift Whole Loan related to the Trust.


“Servicing Standard”:
As defined in Section 3.01(a).


“Servicing Transfer
Event”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or related Companion Loan, the occurrence
of any of the following events:


(i)                                        with respect to a Mortgage Loan or Companion Loan that is not a Balloon Mortgage Loan, (a) a payment default shall have occurred
at its original Maturity Date, or (b) if the original Maturity Date of such Mortgage Loan or




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Companion Loan has been extended as provided
herein, a payment default shall have occurred at such extended Maturity Date; or


(ii)                                     with respect to each Mortgage Loan or Companion Loan that is a Balloon Mortgage Loan, a payment default shall have occurred with
respect to the related Balloon Payment; provided, that if (A) the related Mortgagor has not provided the Master Servicer (who
shall promptly forward such written evidence to the Special Servicer) or Special Servicer, as of the related Maturity Date written evidence
from an institutional lender of such lender’s binding commitment to refinance such mortgage loan or a signed purchase and sale agreement
with respect to a sale of the Mortgaged Property (in each case subject only to typical due diligence and closing conditions and, in the
case of a purchase and sale agreement, such agreement shall include a delivery of an acceptable deposit by the purchaser) in a manner
consistent with CMBS market practices and that is satisfactory in form and substance to the Master Servicer and the Special Servicer from
an acceptable lender or purchaser reasonably satisfactory to the Master Servicer and the Special Servicer (and the Master Servicer or
Special Servicer, as applicable, shall promptly forward such commitment or other similar refinancing documentation to the other such party),
which provides that a refinancing or sale will occur within one hundred and twenty (120) days of such related maturity date, provided
that such Mortgage Loan and any related Companion Loan, as applicable, shall become a Specially Serviced Loan immediately (i) if, in the
judgment of the Special Servicer in accordance with the Servicing Standard, the related Mortgagor fails to diligently pursue such refinancing
or sale, or fails to satisfy any condition of such refinancing or sale or the related Mortgagor fails to pay any Pooled Assumed Scheduled
Payments or Park West Village Assumed Scheduled Payments on the related due date (subject to any applicable grace period) at any time
before the refinancing sale, (ii) if such refinancing sale does not occur within 120 days of the related Maturity Date (or within such
shorter period as the refinancing or sale is scheduled to occur pursuant to the related refinancing documentation or purchase agreement)
or (iii) the related refinancing documentation or purchase agreement is terminated before the refinancing or sale is scheduled to occur;
or


(iii)                                  any Periodic
Payment (other than a Balloon Payment) is more than sixty (60) days delinquent (unless, in the case of a Mortgage Loan with mezzanine
debt, prior to such Periodic Payment becoming more than sixty (60) days delinquent the holders of the related Companion Loan(s) or the
holders of related mezzanine debt, as applicable, cure such delinquency, subject to the terms and provisions of the related Intercreditor
Agreement); or


(iv)                                 the Master Servicer or the Special Servicer (in the case of the Special Servicer, prior to the occurrence and continuance of any Control
Termination Event, with the consent of the Directing Certificateholder), as applicable, makes a judgment that a payment default is imminent
or reasonably foreseeable and is not likely to be cured by the related Mortgagor within sixty (60) days; or




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(v)                                   a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present
or future federal or state bankruptcy, insolvency or similar law, or the appointment of a conservator, receiver or liquidator in any
insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation
of its affairs, is entered against the related Mortgagor; provided that if such decree or order is discharged or stayed within
sixty (60) days of being entered, or if, as to a bankruptcy, the automatic stay is lifted within sixty (60) days of a filing for relief
or the case is dismissed, upon such discharge, stay, lifting or dismissal such Mortgage Loan (and any related Companion Loan, as applicable),
shall no longer be a Specially Serviced Loan (and no Special Servicing Fees, Workout Fees or Liquidation Fees will be payable with respect
thereto and any such fees actually paid shall be reimbursed to the Trust Fund by the Special Servicer); or


(vi)                               the related Mortgagor shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of
debt, marshaling of assets and liabilities or similar proceedings of or relating to such Mortgagor or of or relating to all or substantially
all of its property; or


(vii)                             the related Mortgagor shall (a) admit in writing its inability to pay its debts generally as they become due, or (b) file a petition
to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily
suspend payment of its obligations; or


(viii)                          a default of which the Master Servicer or the Special Servicer, as applicable, has notice (other than a failure by such Mortgagor
to pay principal or interest) and which the Master Servicer or Special Servicer (in the case of the Special Servicer, with respect to
any Mortgage Loan other than an Excluded Loan with respect to such party, prior to the occurrence and continuance of any Control Termination
Event, with the consent of the Directing Certificateholder) determines in its good faith reasonable judgment may materially and adversely
affect the interests of the Certificateholders (and, with respect to any Serviced Whole Loan, the interests of the related Serviced Companion
Noteholder), as a collective whole (taking into account the subordinate or pari passu nature of any Companion Loans, as applicable),
if applicable, has occurred and remained unremedied for the applicable Grace Period specified in the related Mortgage Loan or related
Companion Loan documents, other than the failure to maintain terrorism insurance if such failure constitutes an Acceptable Insurance Default
(or if no Grace Period is specified for those defaults which are capable of cure, sixty (60) days); or


(ix)                              
the Master Servicer or Special Servicer has received notice of the foreclosure or proposed foreclosure of any lien other than the
Mortgage on the related Mortgaged Property; or




    	 	-130-	 



    


    

(x)                                    the Master Servicer or the Special Servicer (in the case of the Special Servicer, prior to the occurrence and continuance of any
Control Termination Event, with the consent of the Directing Certificateholder) determines that (a) a default (other than as described
in clause (iv) above) under a Mortgage Loan or related Companion Loan is imminent or reasonably foreseeable, (b) such
default will materially impair the value of the corresponding Mortgaged Property as security for the Mortgage Loan and related Companion
Loan (if any) or otherwise materially adversely affect the interests of Certificateholders (and, with respect to any Serviced Whole Loan,
the interests of the related Serviced Companion Noteholder), as a collective whole (taking into account the subordinate or pari passu
nature of any Companion Loans, as applicable), and (c) the default will continue unremedied for the applicable cure period under
the terms of the Mortgage Loan or related Companion Loan, as applicable, or, if no cure period is specified and the default is capable
of being cured, for sixty (60) days; provided that such 60-day grace period does not apply to a default that gives rise to
immediate acceleration without application of a grace period under the terms of the Mortgage Loan or related Companion Loan, as applicable;
provided that any determination that a Servicing Transfer Event has occurred under this clause (x) with respect to any Mortgage
Loan or related Companion Loan solely by reason of the failure (or imminent failure) of the related Mortgagor to maintain or cause to
be maintained insurance coverage against damages or losses arising from acts of terrorism may only be made by the Special Servicer (with,
unless a Control Termination Event has occurred and is continuing, the consent of the Directing Certificateholder);


provided that any Mortgage Loan (excluding
any Non-Serviced Mortgage Loan) that is cross-collateralized with a Specially Serviced Loan shall be a Specially Serviced Loan so
long as such Mortgage Loan is cross-collateralized with a Specially Serviced Loan. If any Serviced Companion Loan becomes a Specially
Serviced Loan, the related Serviced Mortgage Loan shall also become a Specially Serviced Loan. If any Serviced Mortgage Loan becomes a
Specially Serviced Loan, the related Serviced Companion Loan shall also become a Specially Serviced Loan. With respect to a Non-Serviced
Mortgage Loan, the occurrence of a “Servicing Transfer Event” shall be as defined in the related Non-Serviced PSA.


Notwithstanding anything
to the contrary in the definition of Servicing Transfer Event, no event, circumstance or action that has occurred or will occur with respect
to a COVID Modified Loan with respect to an event described in clauses (iii), (viii) and (x) of the definition of “Servicing Transfer
Event” will constitute a Servicing Transfer Event under this Agreement, but only if, and for so long as, the related borrower is
in compliance with the terms of the related COVID Modification Agreement.


In addition, if a Mortgagor
has requested a COVID Modification but the Mortgage Loan is not yet a COVID Modified Loan and an event described in clauses (iii), (viii)
or (x) of the definition of “Servicing Transfer Event” has occurred, the Special Servicer shall be permitted, but not required,
to make a determination to complete the COVID Modification, in which case no Servicing Transfer Event will occur with respect to such
Mortgage Loan only if,




    	 	-131-	 



    


    

and for so long as, the related Mortgagor is
in compliance with the terms of the related COVID Modification Agreement.


“SGFC”:
Societe Generale Financial Corporation, a Delaware corporation, or its successors in interest.


“SGFC Mortgage Loan
Purchase Agreement”: The mortgage loan purchase agreement, dated and effective as of September 8, 2022, among SGFC, Société
Générale and the Depositor.


“Significant Obligor”:
As defined in Section 11.16.


“Significant Obligor
NOI Quarterly Filing Deadline”: With respect to each calendar quarter (other than the fourth (4th) calendar quarter of any calendar
year), the date that is fifteen (15) days after the Relevant Distribution Date occurring on or immediately following the date on which
financial statements for such calendar quarter are required to be delivered to the related lender under the related Mortgage Loan documents.


“Significant Obligor
NOI Yearly Filing Deadline”: With respect to each calendar year, the date that is the 90th day after the end of such calendar
year.


“Similar Law”:
As defined in Section 5.03(o).


“Sole Certificateholder”:
Any Certificate Owner, or Certificate Owners acting in unanimity, of a Book-Entry Certificate (or a Holder of Definitive Certificates)
representing 100% of the then-outstanding Class X-F, Class F, Class G-RR, Class H-RR, Class PWV-A, Class PWV-B and
Class PWV-RR Certificates (which, for the avoidance of doubt, will exclude any entity whose Certificates are not deemed to be outstanding
pursuant to the definition of “Certificateholder” herein); provided, however, that the Certificate Balances
of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class
D and Class E Certificates have been retired.


“Special Notice”:
As defined in Section 5.06(b)(i).


“Special Servicer”:
With respect to (i) each of the Mortgage Loans (other than any Non-Serviced Mortgage Loan, the Park West Village Mortgage Loan and
any Excluded Special Servicer Loan) and the Serviced Companion Loans (other than the Trust Subordinate Companion Loan), Argentic Services
Company LP and its successors in interest and assigns, or any successor special servicer appointed as herein provided, (ii) the Park
West Village Whole Loan, any REO Property acquired by the Trust with respect to the Park West Village Whole Loan and any matters relating
to the foregoing, the Park West Village Special Servicer and (iii) any Excluded Special Servicer Loan, if any, the related Excluded
Special Servicer appointed pursuant to Section 7.01(g), as applicable and as the context may require. For the avoidance of
doubt, all references to the obligations or liabilities of the “Special Servicer” in this Agreement shall mean the applicable
special servicer as provided herein.


“Special Servicer
Decision”: Any of the following with respect to a Mortgage Loan or Serviced Whole Loan:




    	 	-132-	 



    


    

(i)                                      approving
or denying leases, lease modifications or amendments or any requests for subordination, non-disturbance and attornment agreements or other
similar agreements for all leases (other than, in each case, Ground Leases) in excess of the lesser of (y) 30,000 square feet and (z)
30% of the net rentable area at the related Mortgaged Property;


(ii)                                   approving
annual budgets for the related Mortgaged Property with respect to a Mortgage Loan with a debt service coverage ratio below 1.25x (to the
extent lender approval is required under the related Mortgage Loan documents) with material (more than 10%) increases in operating expenses
or payments to entities actually known by the Master Servicer to be Affiliates of the related Mortgagor (excluding affiliated managers
paid at fee rates agreed to at the origination of the related Mortgage Loan);


(iii)                                any
requests for the funding or disbursement of amounts from any escrow accounts, reserve funds or letters of credit, in each case, held as
“performance”, “earn-out” or “holdback” escrows or reserves, including the funding or disbursement
of any such amounts with respect to any of the Mortgage Loans securing the Mortgaged Properties specifically identified on Schedule
3 to this Agreement, other than routine and/or customary escrow and reserve fundings or disbursements for which the satisfaction of
performance related criteria is not required pursuant to the terms of the related Mortgage Loan documents (for the avoidance of doubt,
any request for the funding or disbursement of ordinary course impounds, repair and replacement reserves, lender approved budget and operating
expenses, and tenant improvements pursuant to an approved lease, each in accordance with the Mortgage Loan documents as mutually agreed
upon by the Master Servicer and the Special Servicer or any other funding or disbursement, shall not constitute a Special Servicer Decision);


(iv)                               any
requests for the release of collateral or the acceptance of substitute or additional collateral for a Mortgage Loan or Serviced Whole
Loan other than: (i) grants of easements or rights of way that do not materially affect the use or value of the Mortgaged Property or
the Mortgagor’s ability to make any payments with respect to the Mortgage Loan or Serviced Whole Loan; (ii) the release of collateral
securing any Mortgage Loan in connection with a defeasance of such collateral except as provided in clause (ix) below; (iii) the
acceptance of substitute or additional collateral in the form of non-callable United States Treasury obligations in connection with a
defeasance; or (iv) requests that are related to any condemnation action that is pending, or threatened in writing, and would affect a
non-material portion of the Mortgaged Property;


(v)                                  approving
any transfer of an interest in the Mortgagor under a serviced Mortgage Loan or an assumption agreement, unless such transfer or assumption
(i) is allowed under the terms of the related Mortgage Loan documents without the exercise of any lender approval or discretion other
than confirming the satisfaction of the conditions to the transfer or assumption set forth in the related Mortgage Loan documents that
do not include lender approval or




    	 	-133-	 



    


    

the exercise of lender discretion, including
a consent to transfer or assumption to any subsidiary or affiliate of such Mortgagor or to a Person acquiring less than a majority interest
in such Mortgagor and (ii) does not involve incurring new mezzanine financing or a change in control of the Mortgagor;


(vi)                               requests
to incur additional debt in accordance with the terms of the related Mortgage Loan documents;


(vii)                            approval
of any waiver regarding the receipt of financial statements (other than immaterial timing waivers including late financial statements);


(viii)                         approval
of easements that materially affect the use or value of a Mortgaged Property or the Mortgagor’s ability to make any payments with
respect to the related Mortgage Loan;


(ix)                                  agreeing
to any modification, waiver, consent or amendment of a Mortgage Loan or Serviced Whole Loan in connection with a defeasance if such proposed
modification, waiver, consent or amendment is with respect to (i) a waiver of a Mortgage Loan event of default (but excluding non-monetary
events of default other than defaults relating to transfers of interest in the borrower or the existing collateral or material modifications
of the existing collateral), (ii) a modification of the type of defeasance collateral required under the related Mortgage Loan documents
such that defeasance collateral other than direct, non-callable obligations of the United States of America would be permitted or (iii)
a modification that would permit a principal prepayment instead of defeasance if the related Mortgage Loan documents do not otherwise
permit such principal prepayment;


(x)                                   determining whether
a Mortgagor request is a COVID Modification, and whether to consent to a COVID Modification or waiver of any monetary term (other than
late fees and Default Interest) or material non-monetary term of a Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced
Whole Loan related to a COVID Modification; and


(xi)                                   determining
whether to cure any default by a Mortgagor under a Ground Lease or permit any Ground Lease modification, amendment or subordination, non-disturbance
and attornment agreement or entry into a new Ground Lease (and in any such case, the Master Servicer will be required to provide the Special
Servicer with any notice that it receives relating to a default by the Mortgagor under a Ground Lease where the collateral for the Mortgage
Loan is the Ground Lease).


provided, however,
that notwithstanding the foregoing, the Master Servicer and the Special Servicer may mutually agree, as contemplated by Section 3.18(a),
that the Master Servicer shall process any of the foregoing matters (as well as any Major Decision) with respect to any Non-Specially
Serviced Loan (provided that, the Master Servicer shall, without the need




    	 	-134-	 



    


    

for any such mutual agreement between the Master
Servicer and the Special Servicer, process any Special Servicer Decision described in subclauses (i) and (ii) of clause (ix) of this definition
of “Special Servicer Decision” with respect to any Non-Specially Serviced Loan), in each case subject to the consent (or deemed
consent) of the Special Servicer as obtained pursuant to this Agreement.


“Special Servicing
Fee”: With respect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan), the fee payable
to the Special Servicer pursuant to Section 3.11(b).


“Special Servicing
Fee Rate”: With respect to each Specially Serviced Loan and each REO Loan (other than a Non-Serviced Mortgage Loan) on a loan-by-loan
basis, (a) 0.25% per annum computed on the basis of the Stated Principal Balance of the related Mortgage Loan and Companion
Loan(s) (including any REO Loan), as applicable, in the same manner as interest is calculated on the Specially Serviced Loans and (b)
if the rate in clause (a) would result in a Special Servicing Fee that would be less than $3,500, in any given month, then the Special
Servicing Fee Rate for such month for such Specially Serviced Loan or REO Loan shall be a rate equal to such higher rate as would result
in a Special Servicing Fee equal to $3,500 for such month with respect to such Specially Serviced Loan or REO Loan.


“Specially Serviced
Loan”: As defined in Section 3.01(a).


“Sponsors”:
The Mortgage Loan Sellers.


“Startup Day”:
The day designated as such in Section 10.01(b).


“Stated Principal
Balance”: With respect to any Mortgage Loan or Trust Subordinate Companion Loan, as of any date of determination, an amount
equal to (x) the Cut-off Date Balance of such Mortgage Loan or Trust Subordinate Companion Loan (or in the case of a Qualified
Substitute Mortgage Loan, as of the date it is added to the Trust, the unpaid principal balance of such Mortgage Loan after application
of all payments of principal due during or prior to the month of substitution, whether or not received) minus (y) the sum
of:


(i)                                         the principal portion of each Periodic Payment due on such Mortgage Loan or Trust Subordinate Companion Loan after the Cut-off
Date (or in the case of a Qualified Substitute Mortgage Loan, due after the Due Date in the related month of substitution), to the extent
received from the Mortgagor or advanced by the Master Servicer;


(ii)                               
all Principal Prepayments received with respect to such Mortgage Loan or Trust Subordinate Companion Loan after the Cut-off
Date (or in the case of a Qualified Substitute Mortgage Loan, after the Due Date in the related month of substitution);


(iii)                                
the principal portion of all Insurance and Condemnation Proceeds (to the extent allocable to principal on such Mortgage Loan or
Trust Subordinate Companion Loan) and Liquidation Proceeds received with respect to such Mortgage Loan or Trust Subordinate Companion
Loan after the Cut-off Date (or




    	 	-135-	 



    


    

in the case of a Qualified Substitute Mortgage
Loan, after the Due Date in the related month of substitution); and


(iv)                                 any reduction in the outstanding principal balance of such Mortgage Loan or Trust Subordinate Companion Loan resulting from a Deficient
Valuation or a modification of such Mortgage Loan or Trust Subordinate Companion Loan pursuant to the terms and provisions of this Agreement
that occurred prior to the end of the Collection Period for the most recent Distribution Date.


With respect to any REO Loan
that is a successor to a Mortgage Loan or Trust Subordinate Companion Loan, as of any date of determination, the Stated Principal Balance
shall be an amount equal to (x) the Stated Principal Balance of the predecessor Mortgage Loan or Trust Subordinate Companion Loan
as of the date of the related REO Acquisition, minus (y) the sum of:


(i)                                     
the principal portion of any P&I Advance made with respect to such REO Loan; and


(ii)                                      the principal portion of all Insurance and Condemnation Proceeds (to the extent allocable to principal on the related Mortgage
Loan or Trust Subordinate Companion Loan, as applicable), Liquidation Proceeds and REO Revenues received with respect to such REO Loan.


A Mortgage Loan, Trust Subordinate
Companion Loan or an REO Loan that is a successor to a Mortgage Loan or Trust Subordinate Companion Loan shall be deemed to be part of
the Trust Fund and to have an outstanding Stated Principal Balance until the Distribution Date on which the payments or other proceeds,
if any, received in connection with a Liquidation Event in respect thereof are to be (or, if no such payments or other proceeds are received
in connection with such Liquidation Event, would have been) distributed to Certificateholders.


With respect to each Companion
Loan on any date of determination, the Stated Principal Balance shall equal the unpaid principal balance of such Companion Loan as of
such date. On any date of determination, the Stated Principal Balance of each Whole Loan shall be the sum of the Stated Principal Balances
of the related Mortgage Loan and the related Companion Loan(s) on such date.


With respect to any REO Loan
that is a successor to a Companion Loan as of any date of determination, the Stated Principal Balance shall equal (x) the Stated
Principal Balance of the predecessor Companion Loan as of the date of the related REO Acquisition, minus (y) the principal
portion of any amounts allocable to the related Companion Loan in accordance with the related Intercreditor Agreement.


“Subcontractor”:
Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing” is commonly understood
by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete functions identified
in Item 1122(d) of Regulation AB with respect to Mortgage Loans under the




    	 	-136-	 



    


    

direction or authority of the Master Servicer,
the Special Servicer, the Operating Advisor, an Additional Servicer or a Sub-Servicer.


“Subordinate Certificate”:
Any Class A-S, Class B, Class C, Class D, Class E, Class F, Class G-RR and Class H-RR Certificate.


“Subordinate Companion
Holder”: The holder of any of the AB Subordinate Companion Loans.


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


“Subsequent Third
Party Purchaser”: Any “third-party purchaser” (as defined under the Risk Retention Rules) that purchases and holds
the Pooled Horizontal Risk Retention Certificates or the Class PWV-RR Certificates following the fifth anniversary of the Closing Date,
or such earlier date as hereafter permitted under the Risk Retention Rules.


“Sub-Servicer”:
Any Person that Services Mortgage Loans on behalf of the Master Servicer, the Special Servicer or an Additional Servicer (including, for
the avoidance of doubt, each Initial Sub-Servicer and any primary servicer) and is responsible for the performance (whether directly or
through Sub-Servicers or Subcontractors) of a substantial portion of the material Servicing functions required to be performed by
the Master Servicer, the Special Servicer or an Additional Servicer under this Agreement, with respect to some or all of the Mortgage
Loans that are identified in Item 1122(d) of Regulation AB.


“Sub-Servicing
Agreement”: The written contract between the Master Servicer or the Special Servicer, as the case may be, and any Sub-Servicer
relating to servicing and administration of Mortgage Loans and the Trust Subordinate Companion Loan as provided in Section 3.20.


“Substitution Shortfall
Amount”: With respect to a substitution pursuant to Section 2.03(b), an amount equal to the excess, if any, of the
Purchase Price of the Mortgage Loan or Trust Subordinate Companion Loan, being replaced calculated as of the date of substitution over
the Stated Principal Balance of the related Qualified Substitute Mortgage Loan after application of all scheduled payments of principal
and interest due during or prior to the month of substitution. In the event that one or more Qualified Substitute Mortgage Loans are substituted
(at the same time by the same Mortgage Loan Seller) for one or more removed Mortgage Loans or Trust Subordinate Companion Loan, the Substitution
Shortfall Amount shall be determined as provided in the preceding sentence on the basis of the aggregate Purchase Prices of the Mortgage
Loan(s) and Trust Subordinate Companion Loan, as applicable, being replaced and the aggregate Stated Principal Balances of the related
Qualified Substitute Mortgage Loan(s).


“Surviving Entity”:
As defined in Section 6.03(b).


“Tax Returns”:
The federal income tax returns on Internal Revenue Service Form 1066, U.S. Real Estate Mortgage Investment Conduit (REMIC) Income
Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation,
or any successor forms, to be filed on behalf of each Trust




    	 	-137-	 



    


    

REMIC due to its respective classification
as a REMIC under the REMIC Provisions, together with any and all other information, reports or returns that may be required to be furnished
to the Certificateholders or filed with the Internal Revenue Service or any other governmental taxing authority under any applicable provisions
of federal tax law or Applicable State and Local Tax Law.


“Temporary Regulation S
Book-Entry Certificate”: As defined in Section 5.02(a).


“Termination Purchase
Amount”: The sum of (1) the aggregate Purchase Price of all the Mortgage Loans and the Trust Subordinate Companion Loan (exclusive
of REO Loans) included in the Trust Fund, (2) the Appraised Value (which fair market value for any REO Property may be less than the Purchase
Price for the corresponding REO Loan) of the Trust’s portion of each REO Property, if any, included in the Trust Fund (such Appraisals
in this clause (2) to be conducted by an Independent MAI-designated appraiser selected by the Special Servicer and approved by the Master
Servicer and the Controlling Class) (prior to the occurrence and continuance of a Control Termination Event, with respect to the Controlling
Class approval), and (3) if a Mortgaged Property secures a Non-Serviced Mortgage Loan and is an “REO property” under the terms
of the related Non-Serviced PSA, the pro rata portion of the fair market value of the related Mortgaged Property, as determined by the
related Non-Serviced Master Servicer in accordance with clause (2) above.


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


“Threshold Collateral
Issuer”: As defined in the definition of “Threshold Event Collateral”.


“Threshold Event
Cash Collateral Account”: As defined in Section 3.04(k).


“Threshold Event
Collateral”: (A) With respect to the Class PWV-RR Certificates, either (a) cash collateral held by and acceptable to, the Master
Servicer or (b) an unconditional and irrevocable standby letter of credit with the Master Servicer on behalf of the noteholders as the
beneficiary, issued by a bank or other financial institution (the “Threshold Collateral Issuer”), the long-term unsecured
debt obligations of which are rated at least “A” by S&P, “A” by DBRS Morningstar, “A” by Fitch
and “A2” by Moody’s or the short-term obligations of which are rated at least “A-1+” by S&P, “R-1(middle)”
by DBRS Morningstar, “F-1” by Fitch and “P-1” by Moody’s, in either case in an amount which when added to
the Appraised Value of the Park West Village Mortgaged Property would prevent the Class PWV-RR Certificates from becoming an Appraised-Out
Class and (B) for all other purposes, as such term is defined in the Park West Village Intercreditor Agreement.


“Threshold Event
Cure”: As defined in Section 4.05(b)(iii).


“Transfer”:
Any direct or indirect transfer, sale, pledge, hypothecation, or other form of assignment of any Ownership Interest in a Certificate.


“Transfer Restriction
Period”: With respect to (a) the VRR Interest and the Pooled Horizontal Risk Retention Certificates, the Pooled Transfer Restriction
Period, and (b) the Class PWV-RR Certificates, the Loan-Specific Transfer Restriction Period.




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“Transferable Servicing
Interest”: With respect to each Mortgage Loan or any Serviced Pari Passu Companion Loan (and any successor REO Loan with respect
thereto), the amount by which the related Servicing Fee otherwise payable to the Master Servicer hereunder exceeds the amount of the Servicing
Fee calculated using the Retained Fee Rate, which Transferable Servicing Interest is subject to reduction by the Trustee pursuant to Section 3.11(a)
of this Agreement.


“Transferee”:
Any Person who is acquiring by Transfer any Ownership Interest in a Certificate.


“Transferee Affidavit”:
As defined in Section 5.03(p)(ii).


“Transferor”:
Any Person who is disposing by Transfer any Ownership Interest in a Certificate.


“Transferor Letter”:
As defined in Section 5.03(p)(ii).


“Trust”:
The trust created hereby and to be administered hereunder. The Trust shall be named: “BBCMS Mortgage Trust 2022-C17”.


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




    	 	-139-	 



    


    

reinvestment income, as applicable; (ix) any
Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor
under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests;
(xii) the Trust Subordinate Companion Loan REMIC Regular Interests and (xiii) the proceeds of the foregoing (other than any
interest earned on deposits in the lock-box accounts, cash collateral accounts, escrow accounts and any reserve accounts, to the extent
such interest belongs to the related Mortgagor). For the avoidance of doubt, no Retained Defeasance Rights and Obligations will be assets
of the Trust.


“Trust-Level Basis”:
With respect to the Operating Advisor’s evaluation of the Special Servicer’s performance of its duties with respect to the
resolution or liquidation of Specially Serviced Loans (and, after the occurrence and continuance of an Operating Advisor Consultation
Event, with respect to Major Decisions on Non-Specially Serviced Loans) under this Agreement, taking into account the Special Servicer’s
specific duties under this Agreement as well as the extent to which those duties were performed in accordance with the Servicing Standard,
with reasonable consideration by the Operating Advisor of any assessment of compliance report, attestation report, Major Decision Reporting
Package, Asset Status Report (after the occurrence and during the continuance of an Operating Advisor Consultation Event), Final Asset
Status Report and other information delivered to the Operating Advisor by the Special Servicer or made available to Privileged Persons
that are posted on the Certificate Administrator’s Website during the prior calendar year (together with any additional information
and material reviewed by the Operating Advisor) (other than any communications between the Directing Certificateholder and the Special
Servicer that would be Privileged Information) pursuant to this Agreement.


“Trust REMIC”:
As defined in the Preliminary Statement.


“Trust Subordinate
Companion Loan”: The Park West Village Trust Subordinate Companion Loan.


“Trust Subordinate
Companion Loan REMIC”: One of three separate REMICs comprising a portion of the Trust Fund, which consists of the Trust Subordinate
Companion Loan and the proceeds thereof, any allocable portion of REO Property with respect thereto, the related portions of the REO Account,
the Park West Village Gain-on-Sale Reserve Account and the Trust Subordinate Companion Loan REMIC Distribution Account.


“Trust Subordinate
Companion Loan REMIC Distribution Account”: With respect to the Trust Subordinate Companion Loan, the segregated trust account
or accounts created and maintained as a separate account or accounts by the Certificate Administrator (on behalf of the Trustee) pursuant
to Section 3.04(j) of this Agreement, which shall be entitled “Computershare Trust Company, National Association, as
Certificate Administrator on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of
BBCMS Mortgage Trust 2022-C17, Commercial Mortgage Pass-Through Certificates, Series 2022-C17, Trust Subordinate Companion
Loan REMIC Distribution Account,” and which must be an Eligible Account or a subaccount of an Eligible Account.




    	 	-140-	 



    


    

“Trust Subordinate
Companion Loan REMIC Distribution Amount”: Amounts distributable pursuant to Section 4.01(b).


“Trust Subordinate
Companion Loan REMIC Regular Interests”: Any of the Class LPWVA, Class LPWVB and Class LPWVRR Uncertificated Interests, as applicable.


“Trustee”:
Wilmington Trust, National Association, or its successor in interest, in its capacity as trustee and its successors in interest, or any
successor trustee appointed as herein provided.


“Trustee Fee”:
The fee to be paid to the Trustee as compensation for the Trustee’s activities under this Agreement, which fee is included as part
of the Certificate Administrator Fee. No portion of the Trustee Fee shall be calculated by reference to any Companion Loan or the Stated
Principal Balance of any Companion Loan. The Trustee Fee shall be equal to $290 per month and shall be paid as a portion of the Certificate
Administrator Fee.


“UBS”:
UBS AG, an Office of the Comptroller of the Currency regulated branch of a foreign bank, by and through its branch office at 1285 Avenue
of the Americas, New York, New York.


“UCC”:
The Uniform Commercial Code, as enacted in each applicable state.


“UCC Financing Statement”:
A financing statement prepared and filed pursuant to the UCC, as in effect in the relevant jurisdiction.


“Underwriters”:
Barclays Capital Inc., SG Americas Securities, LLC, UBS Securities LLC, BMO Capital Markets Corp., KeyBanc Capital Markets Inc., Bancroft
Capital, LLC and Drexel Hamilton, LLC.


“Uninsured Cause”:
Any cause of damage to property subject to a Mortgage such that the complete restoration of such property is not fully reimbursable by
the hazard Insurance Policies or flood Insurance Policies required to be maintained pursuant to Section 3.07.


“United States Securities
Person”: Any “U.S. person” as defined in Rule 902(k) of Regulation S.


“Unliquidated Advance”:
Any Advance previously made by a party hereto that has been previously reimbursed, as between the Person that made the Advance hereunder,
on the one hand, and the Trust, on the other, as part of a Workout-Delayed Reimbursement Amount pursuant to subsections (iii)
and (iv) of Section 3.05(a) but that has not been recovered from the Mortgagor or otherwise from collections on or
the proceeds of the related Mortgage Loan or REO Property in respect of which the Advance was made.


“Unsolicited Information”:
As defined in Section 12.01(b)(iii).


“Upper-Tier
REMIC”: One of the three separate REMICs comprising the Trust, the assets of which consist of the Lower-Tier Regular Interests,
the Trust Subordinate




    	 	-141-	 



    


    

Companion Loan REMIC Regular Interests, and
such amounts as shall from time to time be held in the Upper-Tier REMIC Distribution Account.


“Upper-Tier
REMIC Distribution Account”: The segregated account or accounts (or a subaccount of the Distribution Account) created and maintained
by the Certificate Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders,
which shall initially be entitled “Computershare Trust Company, National Association, as Certificate Administrator, on behalf of
Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of BBCMS Mortgage Trust 2022-C17, Commercial
Mortgage Pass-Through Certificates, Series 2022-C17, Upper-Tier REMIC Distribution Account”. Any such account or accounts
shall be an Eligible Account.


“U.S. Dollars”
or “$”: Lawful money of the United States of America.


“U.S. Tax Person”:
A citizen or resident of the United States, a corporation or partnership (except to the extent provided in applicable Treasury Regulations)
or other entity created or organized in, or under the laws of, the United States, any State thereof or the District of Columbia, including
any entity treated as a corporation or partnership for federal income tax purposes, an estate whose income is subject to United States
federal income tax regardless of its source or a trust if a court within the United States is able to exercise primary supervision over
the administration of such trust, and one or more such U.S. Tax Persons have the authority to control all substantial decisions of such
trust (or, to the extent provided in applicable Treasury Regulations, certain trusts in existence on August 20, 1996 that have elected
to be treated as U.S. Tax Persons).


“Voting Rights”:
The portion of the voting rights of all of the Certificates which is allocated to any Certificate. At all times during the term of this
Agreement, the Voting Rights shall be allocated among the various Classes of Certificateholders as follows: (i) 2% in the case of
the Class X Certificates (allocated pro rata, based upon their respective Notional Amounts as of the date of determination)
and (ii) in the case of the Principal Balance Certificates, a percentage equal to the product of 98% and a fraction, the numerator
of which is equal to the Certificate Balance (and solely in connection with any vote for purposes of determining whether to remove the
Special Servicer pursuant to Section 7.01(d), the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations
Reviewer pursuant to Section 12.05, taking into account any notional reduction in the Certificate Balance for Cumulative Appraisal
Reduction Amounts allocated to the Certificates pursuant to Section 4.05(a) hereof) of such Class, in each case, determined
as of the Distribution Date immediately preceding such time, and the denominator of which is equal to the aggregate Certificate Balance
(and solely in connection with any vote for purposes of determining whether to remove the Special Servicer pursuant to Section 7.01(d),
the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer pursuant to Section 12.05,
taking into account any notional reduction in the Certificate Balance for Cumulative Appraisal Reduction Amounts allocated to the Certificates
pursuant to Section 4.05(a) hereof) of the Principal Balance Certificates, each determined as of the Distribution Date immediately
preceding such time. The Class R Certificates shall not be entitled to any Voting Rights.




    	 	-142-	 



    


    

“VRR Interest”:
An “eligible vertical interest” (as such term is defined in Regulation RR).


“VRR Retaining Party”:
Any Holder of all or any portion of the VRR Interest. As of the Closing Date, Argentic Securities Holdings 2 Cayman Limited is the VRR
Retaining Party.


“WHFIT”: 
A “Widely Held Fixed Investment Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(22) or successor
provisions.


“WHFIT Regulations”: 
Treasury Regulations Section 1.671-5, as amended or successor provisions.


“WHMT”:
A “Widely Held Mortgage Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(23) or successor provisions.


“Whole Loan”:
With respect to any Mortgage Loan with a related Companion Loan and/or a related Subordinate Companion Loan, such Mortgage Loan and its
related Companion Loan(s), collectively, as identified in the “Whole Loan” chart in the Preliminary Statement. With respect
to each Whole Loan, references herein to each such Whole Loan shall be construed to refer to the aggregate indebtedness under the related
Mortgage Loan and the related Companion Loan(s).


“Withheld Amounts”:
As defined in Section 3.21(a).


“Workout-Delayed
Reimbursement Amounts”: With respect to any Mortgage Loan or Trust Subordinate Companion Loan, the amount of any Advances made
with respect to such Mortgage Loan or Trust Subordinate Companion Loan on or before the date such Mortgage Loan or Trust Subordinate Companion
Loan becomes (or, but for the making of three Periodic Payments under its modified terms, would then constitute) a Corrected Loan, together
with (to the extent accrued and unpaid) interest on such Advances, to the extent that (i) such Advance (and accrued and unpaid interest
thereon) is not reimbursed to the Person who made such Advance on or before the date, if any, on which Mortgage Loan or Trust Subordinate
Companion Loan becomes a Corrected Loan and (ii) the amount of such Advance (and accrued and unpaid interest thereon) becomes an
obligation of the related Mortgagor to pay such amount under the terms of the modified loan documents. That any amount constitutes all
or a portion of any Workout-Delayed Reimbursement Amount shall not in any manner limit the right of any Person hereunder to determine
in the future that such amount instead constitutes a Nonrecoverable Advance.


“Workout Fee”:
The fee paid to the Special Servicer with respect to each Corrected Loan in accordance with Section 3.11(c).


“Workout Fee Rate”:
With respect to each Corrected Loan, a fee of (i) with respect any Mortgage Loan other than the Park West Village Mortgage Loan 1.00%,
and (ii) with respect to the Park West Village Mortgage Loan, 1.00%, of each collection (other than Penalty Charges) of interest and principal
(other than any amount for which a Liquidation Fee would be paid), including (i) Periodic Payments, (ii) Balloon Payments, (iii) Principal




    	 	-143-	 



    


    

Prepayments and (iv) payments (other than
those included in clause (i) or (ii) of this definition) at maturity, received on each Corrected Loan for so long as
it remains a Corrected Loan.


“XML”:
Extensible Markup Language.


“Yield Maintenance
Charge”: With respect to any Mortgage Loan, any premium, fee or other additional amount paid or payable, as the context requires,
by a borrower in connection with a principal prepayment on, or other early collection of principal of, a Mortgage Loan, calculated, in
whole or in part, pursuant to a yield maintenance formula or otherwise pursuant to a formula that reflects the lost interest, including
any specified amount or specified percentage of the amount prepaid which constitutes the minimum amount that such Yield Maintenance Charge
may be.


Section 1.02       
Certain Calculations. Unless otherwise specified herein, for purposes of determining amounts with respect to the Certificates
and the rights and obligations of the parties hereto, the following provisions shall apply:


(i)               
All calculations of interest (other than as provided in the related Mortgage Loan documents) provided for herein shall be made
on the basis of a 360-day year consisting of twelve 30-day months.


(ii)              
Any Mortgage Loan or Companion Loan payment is deemed to be received on the date such payment is actually received by the Master
Servicer or the Special Servicer; provided, however, that for purposes of calculating distributions on the Certificates,
Principal Prepayments with respect to any Mortgage Loan or Trust Subordinate Companion Loan are deemed to be received on the date they
are applied in accordance with the Servicing Standard consistent with the terms of the related Mortgage Note and Mortgage to reduce the
outstanding principal balance of such Mortgage Loan or Trust Subordinate Companion Loan, as applicable, on which interest accrues.


(iii)               
Any reference to the Certificate Balance of any Class of Principal Balance Certificates on or as of a Distribution Date shall refer
to the Certificate Balance of such Classes of Certificates on such Distribution Date after giving effect to (a) any distributions
made on the immediately preceding Distribution Date pursuant to Section 4.01(a), (b) and (c), (b) any Pooled Certificate
Realized Losses or Park West Village Realized Losses allocated to such Class of Principal Balance Certificates on that Distribution Date
pursuant to Section 4.04, and (c) any recoveries on the related Mortgage Loans or the Trust Subordinate Companion Loan,
as applicable, of Nonrecoverable Advances (plus interest thereon) that were previously reimbursed from principal collections on
the related Mortgage Loans or the Trust Subordinate Companion Loan, as applicable, that resulted in a reduction of the Pooled Principal
Distribution Amount or the Park West Village Principal Distribution Amount, which recoveries are allocated to such Class of Principal
Balance Certificates and added to the Certificate Balance pursuant to Section 4.04(a).


(iv)               
Unless otherwise specifically provided for herein, all net present value calculations and determinations made with respect to a
Mortgage Loan, Serviced




    	 	-144-	 



    


    

Companion Loan, Mortgaged Property, Trust
Subordinate Companion Loan or REO Property (including for purposes of the definition of “Servicing Standard”) shall
be made, in the event the Mortgage Loan documents are silent, using a discount rate (a) for principal and interest payments on a
Mortgage Loan or Serviced Companion Loan, as applicable, or sale of a Defaulted Loan or Trust Subordinate Companion Loan, as applicable,
by the Special Servicer, the highest of (x) the rate determined by the Master Servicer or Special Servicer, as applicable, that approximates
the market rate that would be obtainable by the related Mortgagor on similar non-defaulted debt of such Mortgagor as of such date
of determination, (y) the Mortgage Rate on the applicable Mortgage Loan or Serviced Companion Loan, as applicable, based on its outstanding
principal balance and (z) the yield on 10-year U.S. treasuries as of such date of determination, and (b) for all other cash
flows, including property cash flow, the “discount rate” set forth in the most recent Appraisal (or update of such Appraisal)
of the related Mortgaged Property.


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


[End of Article I]


Article II



CONVEYANCE OF MORTGAGE LOANS;

ORIGINAL ISSUANCE OF CERTIFICATES


Section 2.01       
Conveyance of Mortgage Loans and Trust Subordinate Companion Loan. (a)  The Depositor, concurrently with the execution
and delivery hereof, does hereby establish a trust, appoint the Trustee as trustee of the trust, assign, sell, transfer and convey to
the Trustee, in trust, without recourse, for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular
Interests and the Trust Subordinate Companion Loan REMIC Regular Interests) all the right, title and interest of the Depositor, including
any security interest therein for the benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan
Schedule and the Trust Subordinate Companion Loan, (ii) (a) with respect to the Mortgage Loans, Sections 2, 3, 4 (other than Section 4(c),
(d), (e) and (g)) and 5 (other than Section 5(f), (g), (h) and (i)) and, to the extent related to the foregoing, Sections 9, 10, 11, 12,
13, 14, 15, 17 and 18 of each of the related Mortgage Loan Purchase Agreements, Section 19 of the




    	 	-145-	 



    


    

Barclays Mortgage Loan Purchase Agreement,
Section 19 of the SGFC Mortgage Loan Purchase Agreement and Section 19 of the BSPRT Mortgage Loan Purchase Agreement and (b) with
respect to the Trust Subordinate Companion Loan, Sections 1, 2, 3, 4, 5, 7 (other than Sections 7(a)(xii) and (b)(ix)) and 8 and, to the
extent related to the foregoing, Section 10, 11, 12, 13, 14, 15, 16, 17, 18, 20, 21, 22 and 23; and (iii) all other assets included
or to be included in the Trust Fund (collectively, the “Conveyed Property”). Such assignment includes all interest
and principal received or receivable on or with respect to the Mortgage Loans and the Trust Subordinate Companion Loan (in each case,
other than (i) payments of principal and interest due and payable on the Mortgage Loans and the Trust Subordinate Companion Loan
on or before the Cut-off Date; (ii) prepayments of principal collected on or before the Cut-off Date); and (iii) any Retained
Defeasance Rights and Obligations with respect to the Mortgage Loans for which AREF, KeyBank, LMF, BSPRT or UBS AG is the related Mortgage
Loan Seller. The transfer of the Mortgage Loans, the Trust Subordinate Companion Loan and the related rights and property accomplished
hereby is absolute and, notwithstanding Section 13.07, is intended by the parties to constitute a sale. In connection with
the assignment to the Trustee of (a) with respect to the Mortgage Loans, Sections 2, 3, 4 (other than Section 4(c), (d), (e)
and (g)) and 5 (other than Section 5(f), (g), (h) and (i)) and, to the extent related to the foregoing, Sections 9, 10, 11,
12, 13, 14, 15, 17 and 18 of each of the related Mortgage Loan Purchase Agreements, Section 19 of the Barclays Mortgage Loan Purchase
Agreement, Section 19 of the SGFC Mortgage Loan Purchase Agreement and Section 19 of the BSPRT Mortgage Loan Purchase Agreement
and (b) with respect to the Trust Subordinate Companion Loan, Sections 1, 2, 3, 4, 5, 7 (other than Sections 7(a)(xii) and 7(b)(ix)) and
8 and, to the extent related to the foregoing, Sections 10, 11, 12, 13, 14, 15, 16, 17, 18, 20, 21, 22, 23 and 24; (iii)the Intercreditor
Agreements; it is intended that the Trustee get the benefit of Sections 10, 13 and 15 thereof (with respect to the Mortgage Loans)
and Sections 5, 11 and 17 (with respect to the Trust Subordinate Companion Loan) in connection with any exercise of rights under the assigned
Sections, and the Depositor shall use its best efforts to make available to the Trustee the benefits of Sections 10, 13 and 15 (with
respect to the Mortgage Loans) and Sections 5, 11 and 17 (with respect to the Trust Subordinate Companion Loan) in connection therewith.


(b)              
In connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall direct, and
hereby represents and warrants that it has directed, the Mortgage Loan Sellers pursuant to the applicable Mortgage Loan Purchase Agreement
to deliver to and deposit with, or cause to be delivered to and deposited with, the Custodian, (A) on or before the Closing Date,
the Mortgage Note relating to each Mortgage Loan and Trust Subordinate Companion Loan so assigned, endorsed to the Trustee or in blank
as specified in clause (i) of the definition of “Mortgage File” (or, alternatively, if the original executed Mortgage Note
has been lost, a lost note affidavit and indemnity with a copy of such Mortgage Note as specified in clause (i) of the definition of “Mortgage
File”) and (B) on or before the date that is forty-five (45) days following the Closing Date (or such later date as may be provided
under Section 2.01(b) and (c) hereof with regard to any item), the remainder of the Mortgage File for each Mortgage
Loan (which delivery shall be subject to clause (e) and clause (f) of the first proviso to the definition of “Mortgage
File”) and, except in the case of a Mortgage Loan that is a Non-Serviced Whole Loan as of the Closing Date, any other items required
to be delivered or deposited by the Mortgage Loan Seller pursuant to this Agreement (other than amounts from reserve accounts and originals
of letters of credit, which shall be transferred to the Master Servicer (except, in the case of serviced Mortgage Loans, for letters of
credit)). If the applicable




    	 	-146-	 



    


    

Mortgage Loan Seller cannot deliver, or cause
to be delivered, as to any Mortgage Loan, the original Mortgage Note, the delivery requirements of the applicable Mortgage Loan Purchase
Agreement and this Section 2.01(b) shall be deemed to have been satisfied upon such Mortgage Loan Seller’s delivery
of a copy or duplicate original of such Mortgage Note, together with an affidavit certifying that the original thereof has been lost or
destroyed and indemnifying the Trustee and the Trust. If the applicable Mortgage Loan Seller cannot deliver, or cause to be delivered,
as to any Mortgage Loan, any of the documents and/or instruments referred to in clauses (ii), (iv), (vii), and
(ix) of the definition of “Mortgage File” (or, if applicable, a copy thereof) with evidence of filing or recording
thereon (if intended to be recorded or filed), solely because of a delay caused by the public filing or recording office where such document
or instrument has been delivered, or will be delivered within ten (10) Business Days of the Closing Date, for filing or recordation, the
delivery requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed to have
been satisfied on a provisional basis as of the Closing Date as to such non-delivered document or instrument, and such non-delivered
document or instrument shall be deemed to have been included in the Mortgage File, if a duplicate original or a photocopy of such non-delivered
document or instrument (certified by the applicable public filing or recording office, the applicable title insurance company or the applicable
Mortgage Loan Seller to be a true and complete copy of the original thereof submitted or to be submitted for filing or recording) is delivered
to the Custodian on or before the Closing Date, and either the original of such non-delivered document or instrument, or a photocopy
thereof (certified by the appropriate county recorder’s office or the applicable title insurance company, in the case of the documents
and/or instruments referred to in clause (ii) of the definition of “Mortgage File”, to be a true and complete
copy of the original thereof submitted for recording), with evidence of filing or recording thereon, is delivered to the Custodian within
one hundred-eighty (180) days of the Closing Date (or within such longer period, not to exceed eighteen (18) months, after the Closing
Date as the Custodian shall consent to as long as the applicable Mortgage Loan Seller is, as certified in writing to the Trustee and the
Custodian no less often than every ninety (90) days following such 180–day period after the Closing Date, attempting in good faith
to obtain from the appropriate public filing office or county recorder’s office such original or photocopy). If the applicable Mortgage
Loan Seller is required to, but cannot, deliver, or cause to be delivered, as to any Mortgage Loan, any of the documents and/or instruments
referred to in clauses (ii), (iv), (vii), and (ix) (or, if applicable, a copy thereof) of the definition
of “Mortgage File,” with evidence of filing or recording thereon, for any other reason, including, without limitation, that
such non-delivered document or instrument has been lost or destroyed, the delivery requirements of the applicable Mortgage Loan Purchase
Agreement and this Section 2.01(b) shall be deemed to have been satisfied as to such non-delivered document or instrument,
and such non-delivered document or instrument shall be deemed to have been included in the Mortgage File, if a photocopy of such non-delivered
document or instrument (with evidence of filing or recording thereon and certified in the case of the documents and/or instruments referred
to in clause (ii) of the definition of “Mortgage File” by the appropriate county recorder’s office or the
applicable title insurance company to be a true and complete copy of the original thereof submitted for recording) is delivered to the
Custodian on or before the Closing Date. Neither the Trustee nor any Custodian shall in any way be liable for any failure by any Mortgage
Loan Seller or the Depositor to comply with the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b).
If, on the Closing Date as to any Mortgage Loan, subject to the next sentence, the applicable Mortgage




    	 	-147-	 



    


    

Loan Seller is required to, but cannot, deliver
(in complete and recordable form or form suitable for filing or recording, if applicable) any one of the assignments in favor of the Trustee
referred to in clause (iii), clause (v) (to the extent not already assigned pursuant to clause (iii)),
clause (x) (to the extent not already assigned pursuant to clause (iii)) or clause (ix) of the definition
of “Mortgage File” solely because of the unavailability of filing or recording information as to any existing document or
instrument, such Mortgage Loan Seller may provisionally satisfy the delivery requirements of the related Mortgage Loan Purchase Agreement
and this Section 2.01(b) with respect to such assignment by delivering with respect to such Mortgage Loan on the Closing Date
an omnibus assignment of such Mortgage Loan substantially in the form of Exhibit H; provided that all required original
assignments with respect to such Mortgage Loan (in fully complete and recordable form or form suitable for filing or recording, if applicable)
are delivered to the Custodian within one hundred-eighty (180) days after the Closing Date (or within such longer period, not to exceed
eighteen (18) months, which the Custodian shall consent to so long as the applicable Mortgage Loan Seller is, as certified in writing
to the Trustee and the Custodian no less often than every ninety (90) days following such 180–day period after the Closing Date,
attempting in good faith to obtain from the appropriate public filing office or county recorder’s office the applicable filing or
recording information as to the related document or instrument); and provided, further, that in the case of a Non-Serviced
Mortgage Loan, the delivery of any such assignments shall be subject to clause (e) of the final proviso to the definition
of “Mortgage File” herein. If, in accordance with the related Mortgage Loan Purchase Agreement and consistent with Section 2.01(c)
of this Agreement, as to any Mortgage Loan, the related Mortgage Loan Seller or its agent is responsible for recording or filing, as applicable,
any one of the assignments in favor of the Trustee referred to in clause (iii), clause (v) (to the extent not
already assigned pursuant to clause (iii)) or clause (ix) of the definition of “Mortgage File”, such
Mortgage Loan Seller may provisionally satisfy the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b)
with respect to such assignment by delivering to the Custodian with respect to such Mortgage Loan on the Closing Date a copy of such assignment
in the form sent for recording or filing or (except for recording or filing information not yet available) to be sent for recording or
filing; provided that an original or copy of such assignment (with evidence of recording or filing, as applicable, indicated thereon)
shall be delivered to the Custodian as contemplated by Section 2.01(c) of this Agreement. Notwithstanding anything herein
to the contrary, with respect to letters of credit referred to in clause (xii) of the definition of “Mortgage File”
and relating to a serviced Mortgage Loan, the applicable Mortgage Loan Seller shall deliver the original to the Master Servicer (which
letter of credit shall be titled in the name of, or assigned to, “KeyBank National Association, as Master Servicer, on behalf of
Wilmington Trust, National Association, as Trustee, for the benefit of registered holders of BBCMS Mortgage Trust 2022-C17, Commercial
Mortgage Pass-Through Certificates, Series 2022-C17”), and a copy to the Custodian or, if such original has been submitted by
the applicable Mortgage Loan Seller to the issuing bank to effect a reissuance, assignment or amendment of such letter of credit (changing
the beneficiary thereof to the Master Servicer (in care of the Trustee, as titled above) that may be required in order for the Master
Servicer to draw on such letter of credit on behalf of the Trust in accordance with the applicable terms thereof and/or of the related
Mortgage Loan documents or Trust Subordinate Companion Loan documents, as applicable) and the applicable Mortgage Loan Seller shall be
deemed to have satisfied the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b)
by delivering with respect to any letter(s) of credit a copy




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thereof to the Custodian together with an officer’s
certificate of the applicable Mortgage Loan Seller certifying that such document has been delivered to the issuing bank for reissuance
or an Officer’s Certificate from the Master Servicer certifying that it holds the letter(s) of credit pursuant to this Section 2.01(b),
one of which shall be delivered to the Custodian on the Closing Date. If a letter of credit referred to in the previous sentence is not
in a form that would allow the Master Servicer to draw on such letter of credit on behalf of the Trust in accordance with the applicable
terms thereof and/or of the related Mortgage Loan documents, the applicable Mortgage Loan Seller shall deliver the appropriate assignment
or amendment documents (or copies of such assignment or amendment documents if the related Mortgage Loan Seller has submitted the originals
to the related issuer of such letter of credit for processing) to the Custodian within thirty (30) days of the Closing Date. If not otherwise
paid by the related Mortgagor, the applicable Mortgage Loan Seller shall pay any costs of assignment or amendment of such letter(s) of
credit required in order for the Master Servicer to draw on such letter(s) of credit on behalf of the Trust and shall cooperate with the
reasonable requests of the Master Servicer in connection with effectuating a draw under any such letter of credit prior to the date such
letter of credit is assigned or amended in order that it may be drawn by the Master Servicer on behalf of the Trust.


(c)              
Pursuant to each Mortgage Loan Purchase Agreement, except in the case of a Non-Serviced Mortgage Loan, the related Mortgage Loan
Seller is required at its sole cost and expense, to itself, or to engage a third party to, put each Assignment of Mortgage, each assignment
of Assignment of Leases and each assignment of each UCC Financing Statement (collectively, the “Assignments” and, individually,
“Assignment”) relating to the Mortgage Loans and the Trust Subordinate Companion Loan conveyed by it under the applicable
Mortgage Loan Purchase Agreement in proper form for filing or recording, as applicable, and to submit such Assignments for filing or recording,
as the case may be, in the applicable public filing or recording office. On the Closing Date, the Mortgage Loan Sellers may deliver one
(1) omnibus assignment for all such Mortgage Loans and the Trust Subordinate Companion Loan substantially in the form of Exhibit H hereto
to the Custodian as provided in Section 2.01(b). Except under the circumstances provided for in the last sentence of this
subsection (c) and except in the case of a Non-Serviced Mortgage Loan, the related Mortgage Loan Seller will itself, or a
third party at such Mortgage Loan Seller’s expense will, promptly (and in any event within one hundred twenty (120) days after the
later of the Closing Date and the related Mortgage Loan Seller’s actual receipt of the related documents and the necessary recording
and filing information) cause to be submitted for recording or filing, as the case may be, in the appropriate public office for real property
records or UCC Financing Statements, as appropriate, each Assignment. Each such Assignment submitted for recording shall reflect that
it (or a file copy thereof in the case of a UCC Assignment) should be returned by the public recording office to the Custodian or its
designee following recording or filing (or to the related Mortgage Loan Seller or its agent who will then be responsible for delivery
of the same to the Custodian or its designee). Any such Assignment received by the Custodian shall be promptly included in the related
Mortgage File and be deemed a part thereof, and any such Assignment received by the related Mortgage Loan Seller or its agent shall be
required to be delivered to the Custodian to be included as part of the related Mortgage File within thirty (30) days after receipt. If
any such document or instrument is determined to be incomplete or not to meet the recording or filing requirements of the jurisdiction
in which it is to be recorded or filed, or is lost by the public office or returned unrecorded or unfiled, as the case may be, because
of a defect therein, on or




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


(d)              
All documents and records in the Depositor’s or the applicable Mortgage Loan Seller’s possession relating to the Mortgage
Loans and the Trust Subordinate Companion Loan (including, in each case, financial statements, appraisals, environmental reports, engineering
reports, transaction screens, seismic assessment reports, leases, rent rolls, Insurance Policies and certificates, major space leases,
legal opinions, tenant estoppels and any other relevant documents relating to the origination and servicing of any Mortgage Loan or related
Whole Loan that are reasonably necessary for the ongoing administration and/or servicing of the applicable Mortgage Loan or Whole Loan,
but excluding the applicable Mortgage Loan Seller’s internal communications (including such communications between such Mortgage
Loan Seller and its Affiliates) and underwriting analysis (including documents prepared by the applicable Mortgage Loan Seller or any
of its Affiliates for such purposes), draft documents, attorney-client communications that are privileged communications or constitute
legal or other due diligence analyses and credit underwriting or due diligence analyses or data) that (i) are not required to be
a part of a Mortgage File in accordance with the definition thereof and (ii) are reasonably necessary for the servicing of each such
Mortgage Loan or Trust Subordinate Companion Loan, together with copies of all documents in each Mortgage File, shall be delivered by
the Depositor or the applicable Mortgage Loan Seller to the Master Servicer within five (5) Business Days after the Closing Date and shall
be held by the Master Servicer on behalf of the Trustee in trust




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


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


(f)               
The Depositor shall use its reasonable best efforts to require that, promptly after the Closing Date, but in all events within
three (3) Business Days after the Closing Date, each of the Mortgage Loan Sellers shall cause all unapplied reserve funds and Escrow Payments
in the possession or under the control of the Mortgage Loan Seller that relate to the Mortgage Loans (other than any Non-Serviced Mortgage
Loan) transferred by such Mortgage Loan Seller, whether such accounts are held in the name of the applicable Mortgage Loan Seller or any
other name, to be transferred to the Master Servicer (or a Sub-Servicer) for deposit into Servicing Accounts.


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


(h)              
Each Mortgage Loan Purchase Agreement shall provide that within sixty (60) days of the Closing Date, each Mortgage Loan Seller
shall deliver or cause to be delivered the Diligence Files for each of its Mortgage Loans or Trust Subordinate Companion Loan to the Depositor
by uploading such Diligence Files to the Designated Site. Promptly upon completion of such delivery of the Diligence Files (but in no
event later than sixty (60) days after the Closing Date), the applicable Mortgage Loan Seller shall provide to each of the Depositor,
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the Directing Certificateholder,
the Asset Representations Reviewer and the Operating Advisor an officer’s certificate to the addresses set forth for such parties
in Section 13.05, signed by the applicable Mortgage Loan Seller certifying that the electronic copies of the documents and information
uploaded to the Designated Site constitute all documents and information required under the definition of “Diligence File”
(the “Diligence File Certification”).


(i)                
Notwithstanding anything to the contrary contained in this Section 2.01 or in Section 2.02, in connection with each
Servicing Shift Whole Loan, (1) instruments of assignment to the Trustee may be in blank and need not be recorded pursuant to this Agreement
(other than the endorsements to the note(s) evidencing the related Servicing Shift Mortgage Loan) until the earlier of (i) the Servicing
Shift Date, in which case such instruments shall be




    	 	-151-	 



    


    

assigned and recorded in accordance with the
related Non-Serviced PSA, (ii) the Servicing Shift Whole Loan becoming a Specially Serviced Loan prior to the Servicing Shift Date and
(iii) 180 days after the Closing Date, in which case assignments and recordations shall be effected in accordance with this Section 2.01
until the occurrence, if any, of the Servicing Shift Date, (2) no letter of credit need be amended (including, without limitation, to
change the beneficiary thereon) until the earliest of (i) the Servicing Shift Date, in which case such amendment shall be in accordance
with the related Non-Serviced PSA, (ii) the Servicing Shift Whole Loan becoming a Specially Serviced Loan prior to the Servicing Shift
Date in which case such amendment shall be effected in accordance with the terms of this Section 2.01 and (iii) the earlier of
(A) 180 days after the Closing Date and (B) any such time as any such letter of credit is required to be drawn upon by the Master Servicer
in which case such amendment shall be effected in accordance with the terms of this Section 2.01, and (3) on and following the
Servicing Shift Date, the Person selling the related Servicing Shift Control Note to the related Non-Serviced Depositor, at its own expense,
shall be (a) entitled to direct in writing, which may be conclusively relied upon by the Custodian, the Custodian to deliver the originals
of all the Mortgage Loan documents relating to the Servicing Shift Whole Loan in its possession (other than the original note(s) evidencing
the Servicing Shift Mortgage Loan) to the related Non-Serviced Trustee or the related Non-Serviced Custodian, (b) if the right under clause
(a) is exercised, required to cause the retention by or delivery to the Custodian of photocopies of Mortgage Loan documents related to
the Servicing Shift Whole Loan so delivered to such Non-Serviced Trustee or such Non-Serviced Custodian, (c) entitled to cause the completion
(or, in the event of a recordation as contemplated by clause (1)(ii) of this paragraph, the preparation, execution and delivery) and recordation
of instruments of assignment in the name of the related Non-Serviced Trustee or related Non-Serviced Custodian, (d) if the right under
clause (c) is exercised, required to deliver to the Trustee or Custodian photocopies of any instruments of assignment so completed and
recorded, and (e) entitled to require the Master Servicer to transfer, and to cooperate with all reasonable requests in connection with
the transfer of, the Servicing File, and any Escrow Payments, reserve funds and items specified in clauses (x) and (xii) of the definition
of “Mortgage File” for the Servicing Shift Whole Loan to the related Non-Serviced Master Servicer.


(j)                
On or before the Closing Date, the Depositor shall deliver each of the Initial Schedule AL File in EDGAR Compatible Format and
Excel format, and any Initial Schedule AL Additional File in EDGAR Compatible Format and Excel format and Annex A-1 to the Prospectus
in EDGAR Compatible Format and Excel format to the Master Servicer via email to KC_investor_reporting@keybank.com.


(k)              
Notwithstanding anything to the contrary contained herein, with respect to a Joint Mortgage Loan, the obligations of each of the
applicable Mortgage Loan Sellers to deliver a Mortgage Note (and any related allonge or assignment) to the Custodian shall be limited
to delivery of only the Mortgage Note (and any related allonge or assignment) held by such party to the Custodian. With respect to a Joint
Mortgage Loan, the obligations of the applicable Mortgage Loan Sellers to deliver the remaining portion of the related Mortgage File or
any document required to be delivered with respect thereto shall be joint and several, provided that either of the applicable Mortgage
Loan Sellers may deliver one Mortgage File or one of any other document required to be delivered with respect to such Mortgage Loan hereunder
and such delivery shall satisfy such delivery requirements for each of the applicable Mortgage Loan Sellers.




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(l)                
 Notwithstanding anything else in this Agreement, the parties acknowledge that the trust established under this Agreement is intended
to be treated as a bare trust for Canadian federal income tax purposes. Accordingly, the parties to this Agreement agree not to make any
Canadian tax filing or take any Canadian tax position that is inconsistent with the treatment of the trust as a bare trust. For the avoidance
of doubt, none of the Trustee, the Certificate Administrator or any other party to this Agreement is responsible for any Canadian tax
administration, or has any liability for any Canadian tax consequences.


Section 2.02       
Acceptance by Trustee. (a)  The Trustee, by the execution and delivery of this Agreement (1) acknowledges
receipt by it or a Custodian on its behalf, subject to the provisions of Section 2.01, in good faith and without notice of
any adverse claim, of the applicable documents specified in clause (i) of the definition of “Mortgage File” with
respect to each Mortgage Loan and the Trust Subordinate Companion Loan and of all other assets included in the Trust Fund and (2) declares
(a) that it or a Custodian on its behalf holds and will hold such documents and the other documents delivered or caused to be delivered
by the Mortgage Loan Sellers that constitute the Mortgage Files in the name of the Trust for the benefit of all present and future Certificateholders,
and (b) that it holds and will hold such other assets included in the Trust Fund, in trust for the exclusive use and benefit of all
present and future Certificateholders and, with respect to any original document in the Mortgage File for a Serviced Whole Loan, for any
present or future Companion Holder (and for the benefit of the Trustee as holder of the Lower-Tier Regular Interests), as applicable.
If any Mortgage Loan Seller is unable to deliver or cause the delivery of any original Mortgage Note, such Mortgage Loan Seller may deliver
a copy of such Mortgage Note, together with a signed lost note affidavit and appropriate indemnity and shall thereby be deemed to have
satisfied the document delivery requirements of Section 2.01 and of this Section 2.02.


(b)              
Within sixty (60) days of the Closing Date, the Custodian shall review the Mortgage Loan documents delivered or caused to be delivered
by the Mortgage Loan Sellers constituting the Mortgage Files and, promptly following such review (but in no event later than sixty (60)
days after the Closing Date), the Custodian shall, in the form attached as Exhibit Q, certify in writing to each of the Rating
Agencies, the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder (so long as no Consultation Termination
Event shall have occurred and be continuing and only with respect to Mortgage Loans other than any Excluded Loan, and the Trust Subordinate
Companion Loan), the Trustee, the Certificate Administrator, the Asset Representations Reviewer, the Operating Advisor and the applicable
Mortgage Loan Seller (as to each Mortgage Loan and Trust Subordinate Companion Loan listed in the Mortgage Loan Schedule (other than any
Mortgage Loan or Trust Subordinate Companion Loan paid in full)) that, except as specifically identified in any exception report annexed
to such writing (the “Custodial Exception Report”), (i) subject to the final proviso of the definition of “Mortgage
File” herein and Section 2.01 hereof, all documents specified in clauses (i) through (v), (viii),
(ix), (xi), (xii) and (xiii) (or, with respect to clause (xii), a copy of such letter of credit
and the required Officer’s Certificate), if any, of the definition of “Mortgage File”, as applicable, are in its possession,
(ii) the foregoing documents delivered or caused to be delivered by the Mortgage Loan Sellers have been reviewed by the Custodian
and appear regular on their face and appear to be executed and to relate to such Mortgage Loan, or Trust Subordinate Companion Loan and
(iii) based on such examination and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with
respect to the items specified in




    	 	-153-	 



    


    

clauses (iv), (vi) and (viii)(c)
in the definition of “Mortgage Loan Schedule” is correct. With respect to each Mortgage Loan and Trust Subordinate Companion
Loan listed on the Custodial Exception Report, the Custodian shall specifically identify such Mortgage Loan or Trust Subordinate Companion
Loan together with the nature of such exception (in the form reasonably acceptable to the Custodian and the related Mortgage Loan Seller
and separating items required to be in the Mortgage File but never delivered from items which were delivered by the related Mortgage Loan
Seller but are out for filing or recording and have not been returned by the filing office or the recorder’s office).


(c)              
The Custodian shall review the Mortgage Loan documents received subsequent to the Closing Date; and, on or about the first anniversary
of the Closing Date, the Custodian shall, in the form attached as Exhibit Q, certify in writing to each of the Depositor,
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Directing Certificateholder and the applicable
Mortgage Loan Seller (as to each Mortgage Loan or Trust Subordinate Companion Loan listed on the Mortgage Loan Schedule (other than any
related Mortgage Loan or Trust Subordinate Companion Loan as to which a Liquidation Event has occurred) or any related Mortgage Loan or
Trust Subordinate Companion Loan specifically identified in any exception report annexed to such writing) that, (i) subject to the
final proviso of the definition of “Mortgage File” herein and Section 2.01 hereof, all documents specified in
clauses (i) through (v), (viii), (ix), (xi), (xii) and (xiii), if any, of the
definition of “Mortgage File”, as applicable, are in its possession, (ii) the foregoing documents delivered or caused
to be delivered by the Mortgage Loan Sellers have been reviewed by the Custodian and appear regular on their face and appear to be executed
and relate to such Mortgage Loan or Trust Subordinate Companion Loan and (iii) based on such examination and only as to the foregoing
documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses (iv), (vi)
and (viii)(c) in the definition of “Mortgage Loan Schedule” is correct.


(d)              
Notwithstanding anything contained in this Section 2.02 and Section 2.03(b) to the contrary, in the case
of a Material Defect in any of the documents specified in clauses (ii) through (v), (vii), (viii) and
(ix) in the definition of “Mortgage File”, which Material Defect results solely from a delay in the return of the related
documents from the applicable filing or recording office and gives rise to a repurchase or substitution obligation on the part of the
related Mortgage Loan Seller with respect to the subject Mortgage Loan pursuant to the related Mortgage Loan Purchase Agreement, the Directing
Certificateholder, in its sole judgment, may (other than with respect to any Excluded Loan and, with respect to any other Mortgage Loan
or Trust Subordinate Companion Loan, only prior to the occurrence and continuance of a Control Termination Event), and the Special Servicer
may, in accordance with the Servicing Standard, after the occurrence and during the continuance of a Control Termination Event, permit
the related Mortgage Loan Seller in lieu of repurchasing or substituting for the related Mortgage Loan or Trust Subordinate Companion
Loan, to deposit with the Master Servicer an amount, to be held in trust in a segregated Eligible Account (which may be a sub-account
of the Collection Account), equal to 25% of the Stated Principal Balance of the related Mortgage Loan or Trust Subordinate Companion Loan
(in the alternative, the related Mortgage Loan Seller may deliver to the Master Servicer a letter of credit in such amount, with a copy
to the Custodian). Such funds or letter of credit, as applicable, shall be held by the Master Servicer (i) until the date on which
the Custodian determines and notifies the Master Servicer that such Material Defect has been cured or the related Mortgage Loan or Trust
Subordinate




    	 	-154-	 



    


    

Companion Loan is no longer part of the Trust
Fund, at which time the Master Servicer shall return such funds (or letter of credit) to the related Mortgage Loan Seller, or (ii) until
the same are applied to the Purchase Price (or the Substitution Shortfall Amount, if applicable) as set forth below in this Section 2.02(d)
in the event of a repurchase or substitution by the related Mortgage Loan Seller. Notwithstanding the two immediately preceding sentences,
if the Master Servicer or the Special Servicer certifies to the Trustee, the Certificate Administrator and the Custodian that it has determined
in the exercise of its reasonable judgment that the document with respect to which such Material Defect exists is required in connection
with an imminent enforcement of the mortgagee’s rights or remedies under the related Mortgage Loan or Trust Subordinate Companion
Loan, defending any claim asserted by any Mortgagor or third party with respect to the related Mortgage Loan or Trust Subordinate Companion
Loan, establishing the validity or priority of any lien on collateral securing the related Mortgage Loan or Trust Subordinate Companion
Loan or for any immediate significant servicing obligation, the related Mortgage Loan Seller or Additional Repurchase Obligor shall be
required to repurchase or substitute for the related Mortgage Loan or Trust Subordinate Companion Loan in accordance with, and to the
extent required by, the terms and conditions of Section 2.03(b) and Section 5 or Section 19, as applicable, of the related
Mortgage Loan Purchase Agreement; provided, however, that such Mortgage Loan Seller shall not be required to repurchase
the Mortgage Loan or Trust Subordinate Companion Loan for a period of ninety (90) days after receipt of a notice to repurchase (together
with any applicable extension period) if it is attempting to recover the document from the applicable filing or recording office and provides
an officer’s certificate setting forth what actions such Mortgage Loan Seller is pursuing in connection with such recovery. In the
event of a repurchase or substitution, upon the date of such repurchase or substitution, and in the event that the related Mortgage Loan
Seller has delivered a letter of credit to the Master Servicer in accordance with this Section 2.02(d), the Master Servicer
shall, to the extent necessary, draw on the letter of credit and deposit the proceeds of such draw, into the Collection Account to be
applied to the Purchase Price (or the Substitution Shortfall Amount, if applicable, in which event, the amount of such funds or proceeds
that exceed the Substitution Shortfall Amount shall be returned to the related Mortgage Loan Seller) in accordance with Section 2.03(b).
All such funds deposited in the Collection Account shall be invested in Permitted Investments, at the direction and for the benefit of
the related Mortgage Loan Seller. Such funds shall be treated as an “outside reserve fund” under the REMIC Provisions, which,
together with any reimbursement from the Lower-Tier REMIC or Trust Subordinate Companion Loan REMIC, is beneficially owned by the
related Mortgage Loan Seller for federal income tax purposes, which Mortgage Loan Seller shall remain liable for any taxes payable on
income or gain with respect thereto.


(e)              
It is herein acknowledged that neither the Trustee nor any Custodian is under any duty or obligation (i) to determine whether
any of the documents specified in clauses (vi), (vii) and (xii) through (xviii) of the definition of
“Mortgage File” exist or are required to be delivered by the Depositor, the Mortgage Loan Sellers or any other Person (unless
identified on the Mortgage Loan Checklist) or (ii) to inspect, review or examine any of the documents, instruments, certificates
or other papers relating to the Mortgage Loans and the Trust Subordinate Companion Loan delivered to it to determine that the same are
genuine, enforceable, duly authorized, sufficient to perfect and maintain the perfection of a security interest or appropriate for the
represented purpose or that they are other than what they purport to be on their face and, with respect to the documents specified in
clause (viii) of the definition of the




    	 	-155-	 



    


    

“Mortgage File”, whether the insurance
is effective as of the date of the recordation, whether all endorsements or riders issued are included in the file or if the policy has
not been issued whether any acceptable replacement document has been dated the date of the related Mortgage Loan or Trust Subordinate
Companion Loan funding. Further, with respect to the UCC Financing Statements referenced in the Mortgage File, absent actual knowledge
to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the
Custodian may assume, for the purposes of the filings and the certification to be delivered in accordance with this Section 2.02
that the related Mortgage File should include one state level UCC Financing Statement filing for each Mortgaged Property (or with respect
to any Mortgage Loan that has two or more Mortgagors, for each Mortgagor, except to the extent multiple Mortgagors are named as debtors
in the same UCC Financing Statement filing), or if the Custodian has received notice that a particular UCC Financing Statement was filed
as a fixture filing, that the related Mortgage File should include only a local UCC Financing Statement filing for each Mortgaged Property
(or with respect to any Mortgage Loan that has two or more Mortgagors, for each Mortgagor, except to the extent multiple Mortgagors are
named as debtors in the same UCC Financing Statement filing). The assignments of the UCC Financing Statements to be assigned to the Trust
will be delivered on the national forms (or on such other form as may be acceptable for filing or recording in the applicable jurisdiction)
and in a format suitable for filing or recording, as applicable, and will be filed or recorded in the jurisdiction(s) where such UCC Financing
Statements were originally filed or recorded, as indicated in the documents provided, and in accordance with then-current laws.


(f)               
If, in the process of reviewing the Mortgage Files or at any time thereafter, the Custodian finds any document or documents constituting
a part of a Mortgage File (1) not to have been properly executed, (2) subject to the timing requirements of Sections 
2.01(b) and 2.01(c), not to have been delivered, (3) to contain information that does not conform in any material respect
with the corresponding information set forth in the Mortgage Loan Schedule or (4) to be defective on its face (each, a “Defect”
in the related Mortgage File), the Custodian shall promptly so notify the Depositor, the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Directing Certificateholder, the applicable Mortgage Loan Seller (and in no event later than ninety
(90) days after the Closing Date and every calendar quarter thereafter until all Defects are corrected) by providing a Custodial Exception
Report setting forth for each affected Mortgage Loan or Trust Subordinate Companion Loan, with particularity, the nature of such Defect
(in a form reasonably acceptable to the Custodian and such Mortgage Loan Seller and separating items required to be in the Mortgage File
but never delivered from items which were delivered by such Mortgage Loan Seller but are out for recording or filing and have not been
returned by the recorder’s office or filing office).


Pursuant to the related Mortgage
Loan Purchase Agreement, each of the Mortgage Loan Sellers will be required to effect (at the expense of the applicable Mortgage Loan
Seller) the assignment and recordation of its respective Mortgage Loan documents until the assignment and recordation of all such Mortgage
Loan documents has been completed.


(g)              
If the Master Servicer or the Special Servicer (i) receives a Repurchase Request or any other request or demand from any Person
for a Mortgage Loan Seller to repurchase or replace a Mortgage Loan because of an alleged Defect or Breach (together with a Repurchase
Request, a “15Ga-1 Repurchase Request”) (the Master Servicer or the Special




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Servicer, as applicable, to the extent it receives
such 15Ga-1 Repurchase Request, the “Repurchase Request Recipient” with respect to such 15Ga-1 Repurchase Request);
or (ii) receives any withdrawal of a 15Ga-1 Repurchase Request by the Person making such 15Ga-1 Repurchase Request or any rejection
of a 15Ga-1 Repurchase Request (or such 15Ga-1 Repurchase Request is forwarded to the Master Servicer or Special Servicer by another party
hereto), then the Repurchase Request Recipient shall deliver notice (which may be by electronic format so long as a “backup”
hard copy of such notice is also delivered on or prior to the next Business Day) of such 15Ga-1 Repurchase Request or withdrawal or rejection
of a 15Ga-1 Repurchase Request (each, a “15Ga-1 Notice”) to the applicable Mortgage Loan Seller (other than in
the case of a rejection by such Mortgage Loan Seller) and the Depositor, in each case within ten (10) Business Days from such Repurchase
Request Recipient’s receipt thereof.


Each 15Ga-1 Notice shall
include (i) the identity of the related Mortgage Loan or Trust Subordinate Companion Loan, (ii) the date the Repurchase Request
is received by the Repurchase Request Recipient or the date any withdrawal of the Repurchase Request is received by the Repurchase Request
Recipient, as applicable, (iii) if known, the basis for the Repurchase Request (as asserted in the Repurchase Request), (iv) the
identity of the Person making such Repurchase Request, and (v) a statement from the Repurchase Request Recipient as to whether it
currently plans to pursue such Repurchase Request.


A Repurchase Request Recipient
shall not be required to provide any information in a 15Ga-1 Notice protected by the attorney-client privilege or attorney work
product doctrines. The Mortgage Loan Purchase Agreements will provide that (i) any 15Ga-1 Notice provided pursuant to this Section 2.02(g)
is so provided only to assist the Mortgage Loan Sellers and Depositor or their respective Affiliates to comply with Rule 15Ga-1
under the Exchange Act, Items 1104 and 1121 of Regulation AB and any other requirement of law or regulation and (ii) (A) no
action taken by, or inaction of, a Repurchase Request Recipient and (B) no information provided pursuant to this Section 2.02(g)
by a Repurchase Request Recipient, shall be deemed to constitute a waiver or defense to the exercise of any legal right the Repurchase
Request Recipient may have with respect to the related Mortgage Loan Purchase Agreement, including with respect to any Repurchase Request
that is the subject of a 15Ga-1 Notice.


In the event that the Depositor,
the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or the Custodian receives a Repurchase Request, such party shall promptly forward or otherwise provide written notice of such
Repurchase Request to the Master Servicer, if relating to a Non-Specially Serviced Loan, or to the Special Servicer, if relating to
a Specially Serviced Loan or REO Property, and include the following statement in the related correspondence: “This is a ‘Repurchase
Request’ under Section 2.02 of the Pooling and Servicing Agreement relating to the BBCMS Mortgage Trust 2022-C17, Commercial
Mortgage Pass-Through Certificates, Series 2022-C17 requiring action by you as the ‘Repurchase Request Recipient’ thereunder.”
Upon receipt of such Repurchase Request by the Master Servicer or the Special Servicer, as applicable, such party shall be deemed to be
the Repurchase Request Recipient in respect of such Repurchase Request, and such party shall comply with the procedures set forth in this
Section 2.02(g) with respect to such Repurchase Request. In no event shall the Custodian, by virtue of this provision, be
required to provide any notice other than as set forth in Section 2.02 of this Agreement in connection with its review of
the Mortgage File.




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If the Depositor, the Trustee,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Custodian receives notice or has knowledge
of a withdrawal or a rejection of a Repurchase Request of which notice has been previously received or given, and such notice was not
received from or copied to the Master Servicer or the Special Servicer, then such party shall give notice of such withdrawal or rejection
to the Master Servicer or the Special Servicer, as applicable. Any such notice received by the Trustee, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer or the Custodian shall also be provided to the Depositor and, in the case of
a withdrawal notice, to the applicable Mortgage Loan Seller.


In the event that a Mortgage
Loan or Trust Subordinate Companion Loan is repurchased or replaced pursuant to Section 2.03 of this Agreement, the Master
Servicer (with respect to Non-Specially Serviced Loans) or Special Servicer (with respect to Specially Serviced Loans) shall promptly
notify the Depositor of such repurchase or replacement.


Section 2.03       
Representations, Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution of Mortgage
Loans and the Trust Subordinate Companion Loan for Defects in Mortgage Files and Breaches of Representations and Warranties. (a)  The
Depositor hereby represents and warrants that:


(i)                              The Depositor is a limited liability company duly organized, validly existing and in good standing under the laws of the State
of Delaware, and the Depositor has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement
by it, and has the power and authority to execute, deliver and perform this Agreement and all the transactions contemplated hereby, including,
but not limited to, the power and authority to sell, assign and transfer the Mortgage Loans and the Trust Subordinate Companion Loan in
accordance with this Agreement;


(ii)                                Assuming the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and all of
the obligations of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable against the Depositor
in accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or
other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law);


(iii)                             The execution and delivery of this Agreement and the performance of its obligations hereunder by the Depositor will not conflict
with any provisions of any law or regulations to which the Depositor is subject, or conflict with, result in a breach of or constitute
a default under any of the terms, conditions or provisions of the certificate of formation or operating agreement of the Depositor or
any indenture, agreement or instrument to which the Depositor is a party or by which it is bound, or any order or decree applicable to
the Depositor, or result in the creation or imposition of any lien on any of the Depositor’s assets or property, which would materially
and adversely affect the ability of the Depositor to carry out the transactions contemplated by this Agreement; the Depositor has obtained
any consent, approval, authorization or order of any court or




    	 	-158-	 



    


    

governmental agency or body required
for the execution, delivery and performance by the Depositor of this Agreement;


(iv)                       
There is no action, suit or proceeding pending or, to the Depositor’s knowledge, threatened against the Depositor in any
court or by or before any other governmental agency or instrumentality which would materially and adversely affect the validity of the
Mortgage Loans and the Trust Subordinate Companion Loan or the ability of the Depositor to carry out the transactions contemplated by
this Agreement; and


(v)                              The Depositor is the lawful owner of the Mortgage Loans and the Trust Subordinate Companion Loan with the full right to transfer
the Mortgage Loans and the Trust Subordinate Companion Loan to the Trust, and the Mortgage Loans and the Trust Subordinate Companion Loan
have been validly transferred to the Trust.


(b)                           
After its receipt of a Repurchase Request, the Master Servicer (if the related Mortgage Loan is a Non-Specially Serviced Loan)
or the Special Servicer (if the related Mortgage Loan is a Specially Serviced Loan), as applicable, shall request in writing that the
applicable Mortgage Loan Seller, not later than ninety (90) days following the earlier of (i) such Mortgage Loan Seller’s discovery
of any Material Defect, (ii) such Mortgage Loan
Seller’s receipt of notice of any Material Defect from any party to this Agreement or (iii) in the case of a Material Defect
relating to a Mortgage Loan or Trust Subordinate Companion Loan not being a “qualified mortgage” within the meaning of Section 860G(a)(3)
of the Code, but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective Mortgage Loan
to be treated as a qualified mortgage, the earlier of (x) the discovery of any Material Defect by any party to this Agreement or
(y) receipt of a notice of any Material Defect by the applicable Mortgage Loan Seller (such 90-day period, the “Initial
Cure Period”), (A) cure such Material Defect in all material respects, at such Mortgage Loan Seller’s own expense,
including reimbursement of any related additional expenses of the Trust incurred by any party to this Agreement, (B) repurchase the
affected Mortgage Loan, Trust Subordinate Companion Loan or REO Loan (or, in the case of a Joint Mortgage Loan, the applicable Mortgage
Loan Seller Percentage Interest thereof) (excluding any related Serviced Companion Loan, if applicable), at the applicable Purchase Price
and in conformity with the applicable Mortgage Loan Purchase Agreement and this Agreement or (C) substitute a Qualified Substitute
Mortgage Loan (other than with respect to the Whole Loans, for which no substitution will be permitted) for such affected Mortgage Loan,
Trust Subordinate Companion Loan or REO Loan (or, in the case of a Joint Mortgage Loan, the applicable Mortgage Loan Seller Percentage
Interest thereof) (excluding any related Serviced Companion Loan, if applicable) (provided that in no event shall any such substitution
occur on or after the second anniversary of the Closing Date) and pay the Master Servicer for deposit into the Collection Account, any
Substitution Shortfall Amount in connection therewith and in conformity with the applicable Mortgage Loan Purchase Agreement and this
Agreement; provided, that the related Mortgage Loan Seller shall not purchase the Trust Subordinate Companion Loan without repurchasing
the related Park West Village Mortgage Loan; provided, however, that except with respect to a Material Defect resulting
solely from the failure by the Mortgage Loan Seller to deliver to the Trustee or Custodian the actual policy of lender’s title insurance
required pursuant to clause (viii) of the definition of “Mortgage File” by a date not later than eighteen (18)
months following the Closing Date, if such Material Defect is capable of being cured but is not cured within the Initial Cure Period,
and the applicable




    	 	-159-	 



    


    

Mortgage Loan Seller has commenced and is diligently
proceeding with the cure of such Material Defect within the Initial Cure Period, the applicable Mortgage Loan Seller shall have an additional
ninety (90) days commencing immediately upon the expiration of the Initial Cure Period (such additional ninety (90) day period, the “Extended
Cure Period”) to complete such cure (or, failing such cure, to repurchase the related Mortgage Loan, Trust Subordinate Companion
Loan or REO Loan (or, in the case of a Joint Mortgage Loan, the applicable Mortgage Loan Seller Percentage Interest thereof) (excluding
any related Serviced Companion Loan, if applicable) or substitute a Qualified Substitute Mortgage Loan (other than with respect to the
Whole Loans, for which no substitution will be permitted)) and provided, further, that with respect to such Extended Cure
Period the applicable Mortgage Loan Seller shall have delivered an officer’s certificate to the Trustee, the Certificate Administrator
(who shall promptly deliver a copy of such officer’s certificate to the 17g-5 Information Provider), the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer and (with respect to any Mortgage Loan or Trust Subordinate Companion
Loan other than an Excluded Loan, prior to the occurrence of a Consultation Termination Event) the Directing Certificateholder, setting
forth the reason such Material Defect is not capable of being cured within the Initial Cure Period and what actions the applicable Mortgage
Loan Seller is pursuing in connection with the cure thereof and stating that the applicable Mortgage Loan Seller anticipates that such
Material Defect will be cured within the Extended Cure Period; and provided, further, that, if any such Material Defect
is not cured after the Initial Cure Period and any such Extended Cure Period solely due to the failure of the related Mortgage Loan Seller
to have received the recorded document, then such Mortgage Loan Seller shall be entitled to continue to defer its cure, repurchase and/or
substitution obligations in respect of such Material Defect until eighteen (18) months after the Closing Date for so long as such Mortgage
Loan Seller certifies to the Trustee, the Master Servicer, the Special Servicer, the Directing Certificateholder (in the case of the Directing
Certificateholder, prior to the occurrence and continuance of a Consultation Termination Event) and the Certificate Administrator no less
than every ninety (90) days, beginning at the end of such Extended Cure Period, that such Material Defect is still in effect solely because
of the failure of the applicable recording office to have recorded as filed or returned evidence of filing the document (or made such
evidence available online) and that such Mortgage Loan Seller is diligently pursuing the cure of such Material Defect (specifying the
actions being taken). Notwithstanding the foregoing, any Defect or Breach which causes any Mortgage Loan or the Trust Subordinate Companion
Loan not to be a “qualified mortgage” (within the meaning of Section 860G(a)(3) of the Code, but without regard to the
rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective Mortgage Loan to be treated as a qualified mortgage)
shall be deemed to materially and adversely affect the interests of Certificateholders therein, and (subject to the applicable Mortgage
Loan Seller’s right to cure such Defect or Breach during the Initial Cure Period) such Mortgage Loan or Trust Subordinate Companion
Loan shall be repurchased or substituted for without regard to the Extended Cure Period described in the preceding sentence. If the affected
Mortgage Loan or Trust Subordinate Companion Loan is to be repurchased, the funds in the amount of the Purchase Price remitted by the
applicable Mortgage Loan Seller (or, in the case of a Joint Mortgage Loan, the applicable Mortgage Loan Seller Percentage Interest thereof)
are to be remitted by wire transfer to the Master Servicer for deposit into the Collection Account.


If a Mortgage Loan Seller,
in connection with a Material Defect (or an allegation of a Material Defect) pertaining to a Mortgage Loan or Trust Subordinate Companion
Loan,




    	 	-160-	 



    


    

makes a cash payment pursuant to an agreement
or a settlement between the applicable Mortgage Loan Seller and the Special Servicer on behalf of the Trust (and, with respect to any
Mortgage Loan or Trust Subordinate Companion Loan other than an Excluded Loan or a Servicing Shift Mortgage Loan, in either case, with
the consent of the Directing Certificateholder if no Control Termination Event has occurred and is continuing) (each such payment, a “Loss
of Value Payment”) with respect to such Mortgage Loan or Trust Subordinate Companion Loan, the amount of such Loss of Value
Payment shall be deposited into the Loss of Value Reserve Fund to be applied in accordance with Section 3.05(g) of this Agreement.
The Special Servicer shall (i) determine the amount of any applicable Loss of Value Payment (with the consent of the Directing Certificateholder
in respect of any Mortgage Loan that is not an Excluded Loan and for so long as no Control Termination Event has occurred and is continuing)
and, in the case of any PSA Party Repurchase Request with respect to Non-Specially Serviced Loans prior to the occurrence of a Resolution
Failure, shall communicate such amount to the Master Servicer for its enforcement action with the applicable Mortgage Loan Seller and
(ii) with respect to Specially Serviced Loans, use reasonable efforts to notify the Master Servicer of the receipt of a Loss of Value
Payment. In connection with any such determination with respect to any Non-Specially Serviced Loan, the Master Servicer shall promptly
provide the Special Servicer, but in any event within the time frame and in the manner provided in Section 3.19, with the Servicing
File and all documents and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to
such Non-Specially Serviced Loan and, if applicable, the related Serviced Companion Loan(s), either in the Master Servicer’s possession
or otherwise reasonably available to the Master Servicer, and reasonably requested by the Special Servicer to the extent set forth in
Section 3.19 in order to permit the Special Servicer to calculate the Loss of Value Payment as set forth in this Section 2.03(b).
The Loss of Value Payment shall include the portion of any Liquidation Fees payable to the Special Servicer in respect of such Loss of
Value Payment and the portion of fees and reimbursable expenses of the Asset Representations Reviewer attributable to the Asset Review
of such Mortgage Loan. If such Loss of Value Payment is made, the Loss of Value Payment shall serve as the sole remedy available to the
Certificateholders and the Trustee on their behalf regarding any such Material Defect in lieu of any obligation of the Mortgage Loan Seller
to otherwise cure such Material Defect or repurchase or substitute for the affected Mortgage Loan or Trust Subordinate Companion Loan
based on such Material Defect under any circumstances. This paragraph is intended to apply only to a mutual agreement or settlement between
the applicable Mortgage Loan Seller and the Special Servicer on behalf of the Trust, provided that (i) prior to any such agreement
or settlement, nothing in this paragraph shall preclude the Mortgage Loan Seller or the Special Servicer from exercising any of its rights
related to a Material Defect in the manner and timing set forth in the related Mortgage Loan Purchase Agreement or this Section 2.03
(excluding this paragraph) (including any right to cure, repurchase or substitute for such Mortgage Loan or Trust Subordinate Companion
Loan); (ii) such Loss of Value Payment shall not be greater than the Purchase Price of the affected Mortgage Loan or Trust Subordinate
Companion Loan; and (iii) a Material Defect as a result of a Mortgage Loan or Trust Subordinate Companion Loan not constituting a
“qualified mortgage” within the meaning of Section 860G(a)(3) of the Code (but without regard to the rule of Treasury Regulations
Section 1.860G-2(f)(2) that causes a defective Mortgage Loan to be treated as a qualified mortgage) may not be cured by a Loss of Value
Payment.




    	 	-161-	 



    


    

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


If any Breach that constitutes
a Material Defect pertains to a representation or warranty that the related Mortgage Loan or Trust Subordinate Companion Loan documents
or any particular Mortgage Loan or Trust Subordinate Companion Loan document requires the related Mortgagor to bear the costs and expenses
associated with any particular action or matter under such Mortgage Loan or Trust Subordinate Companion Loan document(s), then the related
Mortgage Loan Seller shall cure such Breach within the applicable cure period (as the same may be extended) by reimbursing the Trust (by
wire transfer of immediately available funds) for (i) the reasonable amount of any such costs and expenses incurred by the Master
Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Trust that are incurred as a result of such Breach and
have not been reimbursed by the related Mortgagor and (ii) the amount of any fees payable by the Mortgage Loan Seller to the Asset
Representations Reviewer to the extent not previously paid by the Mortgage Loan Seller to the Asset Representations Reviewer attributable
to the Asset Review of such Mortgage Loan or Trust Subordinate Companion Loan; provided, however, that if the Breach relates
to a Joint Mortgage Loan, each Mortgage Loan Seller shall be responsible for its Mortgage Loan Seller Percentage Interest of all such
costs and expenses unless such Breach relates solely to the Mortgage Note contributed by such Mortgage Loan Seller; provided, further,
however, that in the event any such costs and expenses exceed $10,000, the related Mortgage Loan Seller shall have the option to
either repurchase or substitute for the related Mortgage Loan or Trust Subordinate Companion Loan as provided above or pay such costs
and expenses. Except as provided in the proviso to the immediately preceding sentence, the related Mortgage Loan Seller shall remit the
amount of such costs and expenses and upon its making such remittance, the related Mortgage Loan Seller shall be deemed to have cured
such Breach in all respects. To the extent that any fees or expenses that are the subject of a cure by the related Mortgage Loan Seller
are subsequently obtained from the related Mortgagor, the portion of the cure payment made by the related Mortgage Loan Seller equal to
such fees or expenses obtained from the related Mortgagor shall promptly be returned to the related Mortgage Loan Seller. Periodic Payments
due with respect to each Qualified Substitute Mortgage Loan (if any) after the related Due Date in the month of substitution, and Periodic
Payments due with respect to each Mortgage Loan or Trust Subordinate Companion Loan being repurchased or replaced after the related Cut-off
Date and received by the Master Servicer or the Special Servicer on behalf of the Trust on or prior to the related date of repurchase
or substitution, shall be part of the Trust Fund. Periodic Payments due with respect to each Qualified Substitute Mortgage Loan (if any)
on or prior to the related Due Date in the month of substitution, and Periodic Payments due with respect to each Mortgage Loan or Trust
Subordinate Companion Loan being repurchased or replaced and received by the Master Servicer or the Special Servicer on behalf of the
Trust after the related date of repurchase or substitution, shall not be part of the Trust Fund and are to be remitted by the Master Servicer
(or by the Special Servicer to the Master Servicer who shall then remit such funds) to the applicable Mortgage Loan Seller




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effecting the related repurchase or substitution
promptly following receipt. Notwithstanding anything contained in this Agreement or the related Mortgage Loan Purchase Agreement, a delay
in either the discovery of a Material Defect or in providing notice of such Material Defect shall not relieve the applicable Mortgage
Loan Seller of its obligation to cure, repurchase or substitute for (or make a Loss of Value Payment with respect to) the related Mortgage
Loan or Trust Subordinate Companion Loan if it is otherwise required to do so under the related Mortgage Loan Purchase Agreement and/or
this Article II unless (i) the related Mortgage Loan Seller did not otherwise discover or have knowledge of such Material
Defect, (ii) such delay is a result of the failure by a party to the applicable Mortgage Loan Purchase Agreement, or this Agreement,
to provide prompt notice as required by the terms of the applicable Mortgage Loan Purchase Agreement, or this Agreement, after such party
has actual knowledge of such Material Defect (knowledge shall not be deemed to exist by reason of the Custodial Exception Report), (iii)
such Material Defect does not relate to the applicable Mortgage Loan or Trust Subordinate Companion Loan not being a “qualified
mortgage” within the meaning of Section 860G(a)(3) of the Code, but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2)
that causes a defective obligation to be treated as a qualified mortgage, and (iv) such delay precludes such Mortgage Loan Seller from
curing such Material Defect. Notwithstanding the foregoing, if a Mortgage Loan or Trust Subordinate Companion Loan is not secured by a
Mortgaged Property that is, in whole or in part, a hotel, restaurant (operated by a Mortgagor), healthcare facility, nursing home, assisted
living facility, self-storage facility, theater or fitness center (operated by a borrower), then the failure to deliver copies of the
UCC Financing Statements with respect to such Mortgage Loan or Trust Subordinate Companion Loan shall not be a Material Defect.


The parties acknowledge that
certain Mortgage Loan Purchase Agreements may provide for an Additional Repurchase Obligor that is required to perform the obligations
of the related Mortgage Loan Seller described in this Section 2.03(b) or a guarantor of such obligations, in each case, to
the extent set forth in the applicable Mortgage Loan Purchase Agreement.


Pursuant to each Mortgage
Loan Purchase Agreement, if there is a Material Defect with respect to one or more Mortgaged Properties with respect to a Mortgage Loan
or Trust Subordinate Companion Loan, the related Mortgage Loan Seller shall not be obligated to repurchase the Mortgage Loan or Trust
Subordinate Companion Loan (or, in the case of a Joint Mortgage Loan, the applicable Mortgage Loan Seller Percentage Interest thereof)
if (i) the affected Mortgaged Property may be released pursuant to the terms of any partial release provisions in the related Mortgage
Loan or Trust Subordinate Companion Loan documents (and such Mortgaged Property is, in fact, released), (ii) the remaining Mortgaged Property(ies)
satisfy the requirements, if any, set forth in the Mortgage Loan or Trust Subordinate Companion Loan documents and the related Mortgage
Loan Seller provides an Opinion of Counsel to the effect that such release in lieu of repurchase would not cause an Adverse REMIC Event
and (iii) each applicable Rating Agency has provided a Rating Agency Confirmation.


(c)              
Subject to the applicable Mortgage Loan Seller’s right to cure as contemplated above in this Section 2.03, and
further subject to Section 2.01(b) and Section 2.01(c), any of the following shall cause a document in the Mortgage
File to be deemed to have a “Defect” that constitutes a Material Defect and to be conclusively presumed to materially and
adversely affect the interests of Certificateholders in a Mortgage Loan (but solely with respect to clause (a)) and to be
deemed to materially and adversely affect the interest of the




    	 	-163-	 



    


    

Certificateholders in and the value of a Mortgage
Loan: (a) the absence from the Mortgage File of the original signed Mortgage Note, unless the Mortgage File contains a signed lost
note affidavit and indemnity with a copy of the Mortgage Note that appears to be regular on its face; (b) the absence from the Mortgage
File of the original signed Mortgage that appears to be regular on its face, unless there is included in the Mortgage File either a copy
of the Mortgage with evidence of recording thereon or a copy of the Mortgage and a certificate from the related Mortgage Loan Seller stating
that the original signed Mortgage was sent for recordation; (c) the absence from the Mortgage File of the item called for by clause (viii)
of the definition of “Mortgage File”; (d) the absence from the Mortgage File of any intervening assignments required
to create a complete chain of assignments to the Trustee on behalf of the Trust, unless there is included in the Mortgage File either
a copy of the assignment with evidence of recording thereon or a copy of the intervening assignment and a certificate from the related
Mortgage Loan Seller stating that the original intervening assignments were sent for filing or recordation, as applicable; (e) the
absence from the Mortgage File of any required letter of credit (except as permitted under Section 2.01(b)); or (f) with
respect to any related leasehold Mortgage Loan or Trust Subordinate Companion Loan, the absence from the related Mortgage File of a copy
(or an original, if available) of the related Ground Lease; provided, however, that no Defect (except the Defects previously
described in subclauses (a) through (f) of this Section 2.03(c)) shall be considered to materially and
adversely affect the value of the related Mortgage Loan or Trust Subordinate Companion Loan, the value of the related Mortgaged Property
or the interests of the Trustee or Certificateholders unless the document with respect to which the Defect exists is required in connection
with an imminent enforcement of the mortgagee’s rights or remedies under the related Mortgage Loan or Trust Subordinate Companion
Loan, defending any claim asserted by any Mortgagor or third party with respect to the related Mortgage Loan or Trust Subordinate Companion
Loan, establishing the validity or priority of any lien on any collateral securing the related Mortgage Loan or Trust Subordinate Companion
Loan or for any immediate significant servicing obligation; provided, further, that no Defect relating to any Non-Serviced
Mortgage Loan previously described in subclauses (b) through (f) of this Section 2.03(c) shall be considered
to materially and adversely affect the value of such Mortgage Loan or Trust Subordinate Companion Loan, the value of the related Mortgaged
Property or the interests of the Trustee or Certificateholders unless the related Mortgage Loan Seller, after receipt of notice of such
Defect, fails to produce a copy of the document with respect to which the Defect exists within a reasonable period after receiving such
notice or otherwise establish that the original or copy, as applicable, of such document has been delivered, in compliance with the terms
of the related Non-Serviced PSA, to the custodian under the related Non-Serviced PSA. Notwithstanding the foregoing, the delivery of executed
escrow instructions or a binding commitment to issue a lender’s title insurance policy, as provided in clause (viii)
of the definition of “Mortgage File” herein, in lieu of the delivery of the actual policy of lender’s title insurance,
shall not be considered a Material Defect with respect to any Mortgage File if such actual policy is delivered to the Custodian not later
than eighteen (18) months following the Closing Date. Notwithstanding the foregoing, to the extent a Mortgage Loan Seller has otherwise
complied with its document delivery requirements under this Agreement and the related Mortgage Loan Purchase Agreement, in the event that
the Custodian has acknowledged receipt pursuant to Section 2.01(i) above of a document that is part of the Mortgage File or
a Mortgage Loan Seller can otherwise prove delivery of the document, and the Custodian subsequently loses a document, the fact that such
document is lost may not be utilized as the basis for a claim of a Material




    	 	-164-	 



    


    

Defect against a Mortgage Loan Seller pursuant
to Section 5 of the related Mortgage Loan Purchase Agreement and/or this Section 2.03 and the Custodian shall be liable
for any such loss to the extent provided for in Section 8.01 hereof.


(d)              
In connection with any repurchase of, or substitution of a Qualified Substitute Mortgage Loan for a Mortgage Loan or Trust Subordinate
Companion Loan contemplated by this Section 2.03, the Trustee, the Certificate Administrator, the Custodian, the Master Servicer
and the Special Servicer shall each tender to the applicable Mortgage Loan Seller, upon delivery to each of the Trustee, the Certificate
Administrator, the Custodian, the Master Servicer and the Special Servicer of a trust receipt executed by the applicable Mortgage Loan
Seller evidencing such repurchase or substitution, all portions of the Mortgage File and other documents pertaining to such Mortgage Loan
or Trust Subordinate Companion Loan possessed by each of the Trustee, the Certificate Administrator, the Custodian, the Master Servicer
and the Special Servicer (other than attorney-client communications that are privileged communications), and each document that constitutes
a part of the Mortgage File that was endorsed or assigned to the Trustee shall be endorsed or assigned, as the case may be, to the applicable
Mortgage Loan Seller or Additional Repurchase Obligor in the same manner as provided in Section 5 or Section 19, as applicable,
of the related Mortgage Loan Purchase Agreement and, if applicable, the definition of “Mortgage File” herein, so as to vest
in such Mortgage Loan Seller the legal and beneficial ownership of such repurchased or substituted Mortgage Loan or Trust Subordinate
Companion Loan (including property acquired in respect thereof and proceeds of any insurance policy with respect thereto) and the related
Mortgage Loan or Trust Subordinate Companion Loan documents.


(e)              
Section 5 of each of the Mortgage Loan Purchase Agreements provides the sole remedy available to the Certificateholders (subject
to the limitations on the rights of the Certificateholders under this Agreement), or the Trustee on behalf of the Certificateholders,
the Master Servicer or the Special Servicer with respect to any Material Defect; provided, however, that the foregoing shall
in no way limit the ability of the Master Servicer, the Special Servicer or the Trustee to take any action against BCHI, Société
Générale or FBRT, in each case, to the extent provided for pursuant to the related Mortgage Loan Purchase Agreement, including,
without limitation, pursuant to Section 19 thereof.


(f)               
The Enforcing Servicer shall, for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests),
enforce the obligations of the applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement. Such enforcement,
including, without limitation, the legal prosecution of claims, if any, shall be carried out in accordance with the Servicing Standard.
Any costs incurred by the Enforcing Servicer with respect to the enforcement of the obligations of the applicable Mortgage Loan Seller
under the applicable Mortgage Loan Purchase Agreement shall, to the extent not recovered from the applicable Mortgage Loan Seller, be
deemed to be Servicing Advances to the extent not otherwise provided for herein. The Enforcing Servicer shall be reimbursed for the reasonable
costs of such enforcement: first, from a specific recovery, if any, of costs, expenses or attorneys’ fees against the applicable
Mortgage Loan Seller; second, pursuant to Section 3.05(a)(vii) herein out of the related Purchase Price, to the extent that
such expenses are a specific component thereof; and third, if at the conclusion of such enforcement action it is determined that
the amounts described in clauses first and second are insufficient, then pursuant to




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Section 3.05(a)(viii) herein out
of general collections on the Mortgage Loans on deposit in the Collection Account. Any costs, expenses or attorneys’ fees related
to a repurchase of a Companion Loan shall be paid pursuant to the related Intercreditor Agreement or pursuant to the documents related
to an Other Securitization, if applicable.


(g)              
If a Mortgage Loan Seller incurs any expense in connection with the curing of a Breach that constitutes a Material Defect, which
also constitutes a default under the related Mortgage Loan or Trust Subordinate Companion Loan and is reimbursable thereunder, such Mortgage
Loan Seller shall have a right, and shall be subrogated to the rights of the Trustee and the Trust under the Mortgage Loan or Trust Subordinate
Companion Loan to recover the amount of such expenses from the related Mortgagor; provided, however, that such Mortgage
Loan Seller’s rights pursuant to this Section 2.03(g) shall be junior, subject and subordinate to the rights of the
Trustee, the Certificate Administrator, the Trust, the Master Servicer and the Special Servicer to recover amounts owed by the related
Mortgagor under the terms of such Mortgage Loan or Trust Subordinate Companion Loan including, without limitation, the rights to recover
unreimbursed Advances, accrued and unpaid interest on Advances at the Reimbursement Rate, fees owed to the Master Servicer or the Special
Servicer, and unpaid or unreimbursed expenses of the Trustee, the Certificate Administrator, the Trust, the Master Servicer or the Special
Servicer allocable to such Mortgage Loan or Trust Subordinate Companion Loan. The Enforcing Servicer shall use reasonable efforts to recover
such expenses for such Mortgage Loan Seller to the extent consistent with the Servicing Standard, but taking into account the subordinate
nature of the reimbursement to the related Mortgage Loan Seller; provided, however, that the Enforcing Servicer determines
in the exercise of its sole discretion consistent with the Servicing Standard that such actions by it will not impair the Enforcing Servicer’s
collection or recovery of principal, interest and other sums due with respect to the related Mortgage Loan or Trust Subordinate Companion
Loan that would otherwise be payable to the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the
Certificateholders pursuant to the terms of this Agreement; provided, further, that the Master Servicer or, with respect
to a Specially Serviced Loan, the Special Servicer, may waive the collection of amounts due on behalf of such Mortgage Loan Seller in
its sole discretion in accordance with the Servicing Standard.


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




    	 	-166-	 



    


    

among the related Crossed Underlying Loans
in accordance with the related Mortgage Loan documents or otherwise on a pro rata basis based upon their outstanding Stated Principal
Balances. Except as provided in this Section 2.03(h) and Section 2.03(i), all other terms of the related Mortgage
Loans shall remain in full force and effect without any modification thereof.


(i)                
Notwithstanding the foregoing, if the related Mortgage provides for the partial release of one or more of the Crossed Underlying
Loans, the Depositor may cause the related Mortgage Loan Seller to repurchase only that Crossed Underlying Loan required to be repurchased
pursuant to this Section 2.03, pursuant to the partial release provisions of the related Mortgage; provided, however,
that (i) the remaining related Crossed Underlying Loan(s) fully comply with the terms and conditions of the related Mortgage, this
Agreement and the related Mortgage Loan Purchase Agreement, including the Crossed Underlying Loan Repurchase Criteria, (ii) in connection
with such partial release, the related Mortgage Loan Seller obtains an Opinion of Counsel (at such Mortgage Loan Seller’s expense)
to the effect that the contemplated action will not cause an Adverse REMIC Event and (iii) in connection with such partial release,
the related Mortgage Loan Seller delivers or causes to be delivered to the Custodian original modifications to the Mortgage prepared and
executed in connection with such partial release.


(j)                
With respect to any Crossed Underlying Loan, to the extent that the applicable Mortgage Loan Seller is required to repurchase or
substitute for such Crossed Underlying Loan in the manner prescribed in Section 2.03(h) while the Trustee continues to hold
any other Crossed Underlying Loans in the related Crossed Mortgage Loan Group, the applicable Mortgage Loan Seller and the Enforcing Servicer,
on behalf of the Trustee, as assignee of the Depositor, will, as set forth in the related Mortgage Loan Purchase Agreement, forbear from
enforcing any remedies against the other’s Primary Collateral but each will be permitted to exercise remedies against the Primary
Collateral securing its respective related Mortgage Loans, including with respect to the Trustee, the Primary Collateral securing the
Mortgage Loans still held by the Trustee, so long as such exercise does not materially impair the ability of the other party to exercise
its remedies against its Primary Collateral. If the exercise of the remedies by one party would materially impair the ability of the other
party to exercise its remedies with respect to the Primary Collateral securing the Crossed Underlying Loans held by such party, then both
parties have agreed in the related Mortgage Loan Purchase Agreement to forbear from exercising such remedies until the Mortgage Loan documents
evidencing and securing the relevant Mortgage Loan can be modified in a manner that complies with the related Mortgage Loan Purchase Agreement
to remove the threat of material impairment as a result of the exercise of remedies.


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




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and take the actions required under Section 2.03(b).
Subject to Section 2.03(l), the Enforcing Servicer shall be the Enforcing Party with respect to a Certificateholder Repurchase
Request.


(ii)                         
In the event that the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating
Advisor (solely in its capacity as Operating Advisor) obtains knowledge of a Material Defect with respect to a Mortgage Loan or Trust
Subordinate Companion Loan (without implying any duty of such person to make, or to attempt to make, such a discovery), that party shall
deliver prompt written notice of such Material Defect to each other party to this Agreement identifying the applicable Mortgage Loan or
Trust Subordinate Companion Loan and setting forth the basis for such allegation (a “PSA Party Repurchase Request”
and, either a Certificateholder Repurchase Request or a PSA Party Repurchase Request, the “Repurchase Request”) and
the Enforcing Servicer will be required to promptly send the PSA Party Repurchase Request to the related Mortgage Loan Seller. Prior to
the occurrence of a Resolution Failure, the Enforcing Servicer shall act as the Enforcing Party and enforce the rights of the Trust against
the related Mortgage Loan Seller with respect to a PSA Party Repurchase Request. If a Resolution Failure occurs with respect to a PSA
Party Repurchase Request, the provisions described below under Section 2.03(l) shall apply.


(iii)                       
In the event the Repurchase Request is not Resolved within 180 days after the applicable Mortgage Loan Seller receives the Repurchase
Request (a “Resolution Failure”), then the provisions described in Section 2.03(l) below shall apply.
Receipt of the Repurchase Request shall be deemed to occur two (2) Business Days after the Repurchase Request is sent to the related
Mortgage Loan Seller. A Resolved Repurchase Request shall not preclude the Master Servicer or the Special Servicer from exercising any
of its respective rights related to a Material Defect in the manner and timing otherwise set forth herein, in the related Mortgage Loan
Purchase Agreement or as provided by law.


(l)                              
(i)  After a Resolution Failure occurs with respect to a Repurchase Request regarding a Mortgage Loan or Trust Subordinate
Companion Loan (whether the Repurchase Request was initiated by an Initial Requesting Certificateholder or by a party to this Agreement),
the Enforcing Servicer shall send a notice (a “Proposed Course of Action Notice”) to the Initial Requesting Certificateholder,
if any, to the address specified in the Initial Requesting Certificateholder’s Repurchase Request, and to the Certificate Administrator
via e-mail who shall make such notice available to all other Certificateholders and Certificate Owners (by posting such notice on the
Certificate Administrator’s Website) indicating the Enforcing Servicer’s intended course of action with respect to the Repurchase
Request (the “Proposed Course of Action”). Such notice shall include (a) a request to Certificateholders to indicate
their agreement with or dissent from such Proposed Course of Action, by clearly marking “agree” or “disagree”
to the Proposed Course of Action on such notice within thirty (30) days of the date of such notice and a disclaimer that responses received
after such 30-day period will not be taken into consideration, (b) a statement that in the event any Certificateholder disagrees with
the Proposed Course of Action, the Enforcing Servicer shall be compelled to follow (either as the Enforcing Party or as the Enforcing
Servicer in circumstances where a Certificateholder is acting as the Enforcing Party) the course of action agreed to and/or proposed by
the majority of the




    	 	-168-	 



    


    

responding Certificateholders that involves
referring the matter to mediation or arbitration, as the case may be, (c) a statement that the responding Certificateholders will be required
to certify their holdings in connection with such response, (d) a statement that only responses clearly marked “agree” or
“disagree” with such Proposed Course of Action will be taken into consideration and (e) instructions for the responding Certificateholders
to send their responses to the applicable Enforcing Servicer and the Certificate Administrator. The Certificate Administrator shall, within
fifteen (15) Business Days after the expiration of the 30-day response period, tabulate the responses received from the Certificateholders
and share the results with the Enforcing Servicer. The Certificate Administrator shall only count responses timely received and clearly
indicating agreement or dissent with the related Proposed Course of Action and additional verbiage or qualifying language shall not be
taken into consideration for purposes of determining whether the related Certificateholder agrees or disagrees with the Proposed Course
of Action. The Certificate Administrator shall be under no obligation to answer any questions from the Certificateholders regarding such
Proposed Course of Action. For the avoidance of doubt, the Certificate Administrator’s obligations in connection with this Section 2.03(l)
shall be limited solely to tabulating the Certificateholders’ responses of “agree” or “disagree” to the
Proposed Course of Action, and such obligation shall not be construed to impose any enforcement obligation on the Certificate Administrator.
The Enforcing Servicer may conclusively rely (without investigation) on the Certificate Administrator’s tabulation of the majority
of the responding Certificateholders. If (a) the Enforcing Servicer’s intended course of action with respect to the Repurchase
Request does not involve pursuing further action to exercise rights against the applicable Mortgage Loan Seller with respect to the Repurchase
Request and the Initial Requesting Certificateholder, if any, or any other Certificateholder or Certificate Owner wishes to exercise its
right to refer the matter to mediation (including nonbinding arbitration) or arbitration, or (b) the Enforcing Servicer’s intended
course of action is to pursue further action to exercise rights against the applicable Mortgage Loan Seller with respect to the Repurchase
Request but the Initial Requesting Certificateholder, if any, or any other Certificateholder or Certificate Owner does not agree with
the dispute resolution method selected by the Enforcing Servicer, then the Initial Requesting Certificateholder, if any, or such other
Certificateholder or Certificate Owner may deliver to the Enforcing Servicer a written notice (a “Preliminary Dispute Resolution
Election Notice”) within thirty (30) days from the date the Proposed Course of Action Notice is posted on the Certificate Administrator’s
Website (the “Dispute Resolution Cut-off Date”) indicating its intent to exercise its right to refer the matter to
either mediation or arbitration. In the event any Certificateholder or Certificate Owner delivers a Preliminary Dispute Resolution Election
Notice, and the Enforcing Servicer has also received responses from other Certificateholders or Certificate Owners supporting the Enforcing
Servicer’s initial Proposed Course of Action indicating a recommendation to undertake mediation or arbitration, such responses shall
be considered Preliminary Dispute Resolution Election Notices supporting the Proposed Course of Action for purposes of determining the
course of action approved by the majority of responding Certificateholders.


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




    	 	-169-	 



    


    

Loan Seller, subject to any consent or
consultation rights of the Directing Certificateholder pursuant to Section 6.08.


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


(iii)                            Promptly and in any event within ten (10) Business Days following receipt of a Preliminary Dispute Resolution Election Notice from
(a) the Initial Requesting Certificateholder, if any, or (b) any other Certificateholder or Certificate Owner (each of clauses
(a) and (b), a “Requesting Certificateholder”), the Enforcing Servicer shall consult with each Requesting
Certificateholder regarding such Requesting Certificateholder’s intention to elect either mediation (including nonbinding arbitration)
or arbitration as the dispute resolution method with respect to the Repurchase Request (the “Dispute Resolution Consultation”)
so that such Requesting Certificateholder may consider the views of the Enforcing Servicer as to the claims underlying the Repurchase
Request and possible dispute resolution methods, such discussions to occur and be completed no later than ten (10) Business Days following
the Dispute Resolution Cut-off Date. The Enforcing Servicer shall be entitled to establish procedures the Enforcing Servicer deems in
good faith to be in accordance with the Servicing Standard relating to the timing and extent of such consultations. No later than five
(5) Business Days after completion of the Dispute Resolution Consultation, a Requesting Certificateholder may provide a final notice to
the Enforcing Servicer indicating its decision to exercise its right to refer the matter to either mediation or arbitration (“Final
Dispute Resolution Election Notice”).


(iv)                            If, following the Dispute Resolution Consultation, no Requesting Certificateholder timely delivers a Final Dispute Resolution Election
Notice to the Enforcing Servicer, then the Enforcing Servicer will continue to act as the Enforcing Party and will remain obligated under
this Agreement to determine a course of action, including, but not limited to, enforcing the rights of the Trust with respect to the Repurchase
Request and no Certificateholder or Certificate Owner shall have any further right to elect to refer the matter to mediation or arbitration.


(v)                           
If a Requesting Certificateholder timely delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer, then such
Requesting Certificateholder shall become the Enforcing Party and must promptly submit the matter to mediation (including nonbinding arbitration)
or arbitration. If there are more than one Requesting Certificateholder that timely deliver a Final Dispute Resolution Election Notice,
then such Requesting Certificateholders shall collectively become the Enforcing Party, and the holder or holders of a majority of the
Voting Rights among such Requesting Certificateholders shall be entitled to make all decisions relating to such mediation or arbitration.
If, however, no Requesting Certificateholder commences arbitration or mediation pursuant to the terms of this Agreement within thirty
(30) days after delivery of its Final Dispute Resolution Election Notice to the Enforcing Servicer, then (i) the rights of a Requesting
Certificateholder to act as the Enforcing Party shall terminate and no Certificateholder or Certificate Owner shall have any further right
to elect to refer the matter to mediation or arbitration, (ii) if the Proposed Course of Action




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Notice indicated that the Enforcing Servicer
shall take no further action with respect to the Repurchase Request, then the related Material Defect shall be deemed waived for all purposes
under this Agreement and the related Mortgage Loan Purchase Agreement; provided, however, that such Material Defect shall
not be deemed waived with respect a Requesting Certificateholder, any other Certificateholder or Certificate Owner or the Enforcing Servicer
to the extent there is a material change in the facts and circumstances known to such party at the time when the Proposed Course of Action
Notice is posted on the Certificate Administrator’s Website and (iii) if the Proposed Course of Action Notice had indicated
a course of action other than the course of action under clause (ii), then the Enforcing Servicer shall again become the Enforcing
Party and, as such, shall be the sole party entitled to determine a course of action, including, but not limited to, enforcing the Trust’s
rights against the related Mortgage Loan Seller.


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


(vi)                          Notwithstanding the foregoing, the dispute resolution provisions described above under this Section 2.03(l) shall not
apply, and the Enforcing Servicer shall remain the Enforcing Party, if the Enforcing Servicer has commenced litigation with respect to
the Repurchase Request, or determines in accordance with the Servicing Standard that it is in the best interest of Certificateholders
to commence litigation with respect to the Repurchase Request to avoid the running of any applicable statute of limitations.


(vii)                        In the event a Requesting Certificateholder becomes the Enforcing Party, the Enforcing Servicer, on behalf of the Trust, shall
remain a party to any proceedings against the related Mortgage Loan Seller as further described below.


(viii)                     For the avoidance of doubt, neither the Depositor, any Mortgage Loan Seller nor any of their respective Affiliates (other than
the Directing Certificateholder or any of its Affiliates) shall be entitled to be an Initial Requesting Certificateholder or a Requesting
Certificateholder.


(ix)                             Reasonable out of pocket costs and expenses of the Master Servicer for mediation or arbitration, to the extent not agreed to be
paid by the Enforcing Party or another party (in the case of mediation) or allocated to the Enforcing Party or another party (in the case
of arbitration) shall be reimbursable as a Servicing Advance.


(m)                        
If the Enforcing Party selects mediation (including nonbinding arbitration), the following provisions shall apply:


(i)                                  The mediation shall be administered by a nationally recognized mediation services provider selected by the related Mortgage Loan
Seller within 30 days of written notice of the Enforcing Party’s selection of mediation (such provider, the “Mediation
Services Provider”) in accordance with published mediation procedures (the “Mediation Rules”) promulgated
by the Mediation Services Provider.


(ii)                               The mediator shall be impartial, an attorney and have at least fifteen (15) years of experience in commercial litigation and either
commercial real estate finance or




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commercial mortgage-backed securitization
matters or other complex commercial transactions and who will be appointed from a list of neutrals maintained by the Mediation Services
Provider. Upon being supplied a list of at least ten potential mediators by the Mediation Services Provider, each party will have the
right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference.
The Mediation Services Provider shall select the mediator from the remaining attorneys on the list respecting the preference choices of
the parties to the extent possible.


(iii)                            The parties shall use commercially reasonable efforts to conduct an organizational conference to begin the mediation within ten
(10) Business Days of the selection of the mediator and to conclude the mediation within sixty (60) days thereafter.


(iv)                          The expenses of any mediation shall be allocated among the parties to the mediation, including, if applicable, between the Enforcing
Party and Enforcing Servicer, as mutually agreed by the parties as part of the mediation.


(n)                            
If the Enforcing Party selects third-party arbitration, the following provisions will apply:


(i)                                  The arbitration shall be administered by a nationally recognized arbitration services provider selected by the related Mortgage
Loan Seller within 30 days of written notice of the Enforcing Party’s selection of arbitration (such provider, the “Arbitration
Services Provider”) in accordance with published arbitration procedures (the “Arbitration Rules”) promulgated
by the Arbitration Services Provider.


(ii)                               The arbitrator shall be impartial, an attorney admitted to practice in the State of New York and have at least fifteen (15) years
of experience in commercial litigation and either commercial real estate finance or commercial mortgage-backed securitization matters
or other complex commercial transactions and who will be appointed from a list of neutrals maintained by the Arbitration Services Provider.
Upon being supplied a list of at least ten potential arbitrators by the Arbitration Services Provider, each party will have the right
to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential arbitrators in order of preference.
The Arbitration Services Provider will select the arbitrator from the remaining attorneys on the list respecting the preference choices
of the parties to the extent possible.


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


(iv)                           After consulting with the parties at an organizational conference held not later than ten (10) Business Days after its appointment,
the arbitrator shall devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the
goal of expediting the proceeding and completing the arbitration within 120 days. The arbitrator shall have the authority to schedule,
hear, and determine any and all motions, including dispositive and discovery motions, in accordance with the




    	 	-172-	 



    


    

Federal Rules of Civil Procedure for
non-jury matters (the “Rules”) (including summary judgment and other prehearing and post hearing motions), and shall
do so by reasoned decision on the motion of any party to the arbitration.


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


(vi)                           The arbitrator shall make its final determination no later than thirty (30) days after the conclusion of the hearings and submission
of any post-hearing submissions. The arbitrator shall resolve the dispute in accordance with the terms of the related Mortgage Loan Purchase
Agreement and this Agreement, and may not modify or change those agreements in any way or award remedies not consistent with those agreements.
The arbitrator shall not have the power to award punitive damages or consequential damages in any arbitration conducted by them. Interest
on any monetary award shall bear interest from the date of the Final Dispute Resolution Election Notice at the Prime Rate. In its final
determination, the arbitrator shall determine and award the costs of the arbitration (including the fees of the arbitrator, cost of any
record or transcript of the arbitration, and administrative fees) and shall award reasonable attorneys’ fees to the parties to the
arbitration as determined by the arbitrator in its reasonable discretion. The determination of the arbitrator shall be by a reasoned decision
in writing and counterpart copies shall be promptly delivered to the parties. The final determination of the arbitrator shall be final
and non-appealable, except for actions to confirm or vacate the determination permitted under federal or state law, and may be enforced
in any court of competent jurisdiction.


(vii)                       By selecting arbitration, the selecting party is giving up the right to sue in court, including the right to a trial by jury.


(viii)                
No person may bring a putative or certified class action to arbitration.


(o)                              The following provisions shall apply to both mediation and third-party arbitration:


(i)                             
Any mediation or arbitration shall be held in New York, New York unless another location is agreed by all parties;


(ii)                           
If the dispute involves a matter that cannot effectively be remedied by the payment of damages, or if there be any dispute relating
to arbitration or the arbitrators that cannot be resolved promptly by the arbitrators or the Arbitration Services Provider,




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then any party in such instance may during
the pendency of the arbitration proceedings seek temporary equitable remedies, pending the final decision of the arbitration panel, solely
by application in the Southern District of New York if such court shall have subject matter jurisdiction, or if the Southern District
of New York has no jurisdiction, then the Supreme Court of the State of New York for the County of New York. The arbitration proceedings
shall not be stayed unless so ordered by the court.


(iii)                            The details and/or existence of any Repurchase Request, any informal meetings, mediations or arbitration proceedings conducted
under this Section 2.03, including all offers, promises, conduct and statements, whether oral or written, made in the course
of the parties’ attempt to informally resolve any Repurchase Request, shall be confidential, privileged and inadmissible for any
purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this
Section 2.03). Such information shall be kept strictly confidential and shall not be disclosed or shared with any third party
(other than a party’s attorneys, experts, accountants and other agents and representatives, as reasonably required in connection
with any resolution procedure under this Section 2.03), except as otherwise required by law, regulatory requirement or court
order. If any party to a resolution procedure receives a subpoena or other request for information from a third party (other than a governmental
regulatory body) for such confidential information, the recipient shall promptly notify the other party to the resolution procedure and
shall provide the other party with a reasonable opportunity to object to the production of its confidential information.


(iv)                            In the event a Requesting Certificateholder is the Enforcing Party, the agreement with the arbitrator or mediator, as the case
may be, shall be required to contain an acknowledgment that the Trust, or the Enforcing Servicer on its behalf, shall be a party to any
arbitration or mediation proceedings solely for the purpose of being the beneficiary of any award in favor of the Enforcing Party; provided
that the degree and extent to which the Enforcing Servicer actively prepares for and participates in such proceeding shall be determined
by such Enforcing Servicer in consultation with the Directing Certificateholder (provided that no Consultation Termination Event
has occurred and is continuing and subject to the time periods for such consultation set forth in this Agreement), and in accordance with
the Servicing Standard. All amounts recovered by the Enforcing Party shall be paid to the Trust, or the Enforcing Servicer on its behalf,
and deposited in the Collection Account. The agreement with the arbitrator or mediator, as the case may be, shall provide that in the
event a Requesting Certificateholder is allocated any related costs and expenses pursuant to the terms of the arbitrator’s decision
or the agreement reached in mediation, neither the Trust nor the Enforcing Servicer acting on its behalf shall be responsible for any
such costs and expenses allocated to the Requesting Certificateholder.


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




    	 	-174-	 



    


    

(vi)                       The Trust (or the Trustee or the Enforcing Servicer, acting on its behalf), the Depositor or any Mortgage Loan Seller shall be
permitted to redact any personally identifiable customer information included in any information provided for purposes of any mediation
or arbitration. Each party to the proceedings shall be required to agree to keep confidential the details related to the Repurchase Request
and the dispute resolution identified in connection with such procedures; provided, however, that (A) the Certificateholders
shall be permitted to communicate prior to the commencement of any such proceedings to the extent provided in Section 5.06,
(B) to the extent that the Enforcing Servicer is required under Section 2.02 to provide any 15Ga-1 Notice in connection with such
Repurchase Request, the Enforcing Servicer shall be permitted to include in such 15Ga-1 Notice the information required pursuant to Section
2.02 and (C) the applicable Mortgage Loan Seller shall be permitted to disclose information related to the Repurchase Request to the
extent necessary to comply with its obligations under Rule 15Ga-1 or Item 1104 of Regulation AB.


(vii)                        For the avoidance of doubt, in no event shall the exercise of any right of a Requesting Certificateholder to refer a Repurchase
Request to mediation or arbitration or participation in such mediation or arbitration affect in any manner the ability of the Enforcing
Servicer to perform its obligations with respect to a Mortgage Loan (including without limitation, a liquidation, foreclosure, negotiation
of a loan modification or workout, acceptance of a discounted pay-off or deed-in-lieu of foreclosure, or bankruptcy or other litigation)
or the exercise of any rights of a Directing Certificateholder.


(viii)                    Any out-of-pocket expenses required to be borne by or allocated to the Enforcing Servicer in a mediation or arbitration shall be
reimbursable as Trust Fund expenses.


(p)                         
Notwithstanding anything to the contrary herein, with respect to any Joint Mortgage Loan, the obligations of each of the applicable
Mortgage Loan Sellers to repurchase or substitute with respect to a Material Defect with respect to the related Mortgage Loan shall be
limited to a repurchase or substitution with respect to the Mortgage Note it sold to the Depositor in accordance with the related Mortgage
Loan Purchase Agreement. With respect to any Joint Mortgage Loan, any cure by either of the applicable Mortgage Loan Sellers with respect
to the Mortgage Note sold by it to the Depositor in accordance with the related Mortgage Loan Purchase Agreement that also cures the Material
Defect with respect to the entire related Joint Mortgage Loan shall satisfy the cure obligations of both Mortgage Loan Sellers with respect
to such Joint Mortgage Loan.


Section 2.04       
Execution of Certificates; Issuance of Lower-Tier Regular Interests; Issuance of Trust Subordinate Companion Loan REMIC Regular
Interests. The Trustee hereby acknowledges the assignment to it of the Mortgage Loans and the Trust Subordinate Companion Loan and,
subject to Section 2.01 and Section 2.02, the delivery to the Custodian of the Mortgage Files and a fully executed
original counterpart of each of the Mortgage Loan Purchase Agreements, together with the assignment to it of all of the other assets included
in the Lower-Tier REMIC and the Trust Subordinate Companion Loan REMIC. Concurrently with such assignment and delivery, (i) in exchange
for the Mortgage Loans, and the Trust Subordinate Companion Loan and the other assets comprising the Trust Subordinate




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Companion Loan REMIC and the Lower-Tier
REMIC, receipt of which is hereby acknowledged, the Trustee acknowledges the issuance of the Lower-Tier Regular Interests, the Trust Subordinate
Companion Loan REMIC Regular Interests, and the Class LR Interest and the Class PWV-R Interest to the Depositor; (ii)  the
Trustee acknowledges the contribution by the Depositor of the Lower-Tier Regular Interests and the Trust Subordinate Companion Loan REMIC
Regular Interests to the Upper-Tier REMIC; and (iii) immediately thereafter, in exchange for the Lower-Tier Regular Interests
and the Trust Subordinate Companion Loan REMIC Regular Interests, the Trustee acknowledges that it has caused the Certificate Administrator
to issue the Class UR Interest and has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate
and to deliver to or upon the order of the Depositor, the Regular Certificates and the Class R Certificates, and the Depositor hereby
acknowledges the receipt by it or its designees, of such Certificates in authorized Denominations evidencing the entire beneficial ownership
of the Upper-Tier REMIC (and in the case of the Class R Certificates, the Class PWV-R Interest, the Class LR Interest
and the Class UR Interest).


[End of Article II]


Article III



ADMINISTRATION AND

SERVICING OF THE TRUST FUND


Section 3.01       
The Master Servicer to Act as Master Servicer; Special Servicer to Act as Special Servicer; Administration of the Mortgage Loans,
the Serviced Companion Loans and REO Properties. (a) Each of the Master Servicer and Special Servicer shall diligently service
and administer the Mortgage Loans (other than any Non-Serviced Mortgage Loan), any related Serviced Companion Loans (including, for the
avoidance of doubt, the Trust Subordinate Companion Loan) and the applicable REO Properties (other than any REO Property related to a
Non-Serviced Mortgage Loan) it is obligated (as provided below) to service in accordance with applicable law, this Agreement and the Mortgage
Loan documents and, (i) in the case of a Serviced Whole Loan, the related Intercreditor Agreement on behalf of the Trust and in the
best interests of and for the benefit of the Certificateholders and, in the case of the Serviced Companion Loans, the Companion Holders
and the Trustee (as holder of the Lower-Tier Regular Interests), and (ii) in the case of the Trust Subordinate Companion Loan, the
Holders of the Loan-Specific Certificates and the Trustee, in each case, as a collective whole, taking into account the subordinate or
pari passu nature of such Companion Loans, as applicable (as determined by the Master Servicer or Special Servicer, as the case
may be, in its reasonable judgment), in accordance with applicable law, the terms of this Agreement (and, with respect to each Serviced
Whole Loan or any Mortgage Loan with related mezzanine debt, the related Intercreditor Agreement) and the terms of the respective Mortgage
Loans and, if applicable, the related Companion Loan(s), taking into account the subordinate or pari passu nature of the Companion
Loan(s), as applicable. With respect to each Serviced Whole Loan, in the event of a conflict between this Agreement and the related Intercreditor
Agreement, the related Intercreditor Agreement shall control; provided that in no event shall the Master Servicer or the Special
Servicer, as the case may be, take any action or omit to take any action in accordance with the terms of any Intercreditor Agreement that
would cause the Master Servicer or the




    	 	-176-	 



    


    

Special Servicer, as the case may be, to violate
the Servicing Standard or the REMIC Provisions. The Park West Village Special Servicer shall be the Special Servicer with respect to the
Park West Village Whole Loan in the Trust and, as such, shall service and administer such Park West Village Whole Loan as shall be required
of the Park West Village Special Servicer hereunder and the related Intercreditor Agreement. For purposes of this Agreement and any references
to the duties and obligations of a Special Servicer, any references to Mortgage Loans in the context of such duties and/or obligations
shall be deemed to refer solely to the Mortgage Loans serviced by the applicable Special Servicer and no other Mortgage Loan, Serviced
Companion Loan or other related asset in the Trust serviced hereunder, unless specifically indicated otherwise. To the extent consistent
with the foregoing, the Master Servicer and the Special Servicer shall service the Mortgage Loans (other than any Non-Serviced Mortgage
Loan) and the Serviced Companion Loans in accordance with the higher of the following standards of care: (1) in the same manner in
which, and with the same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer, as the case may be,
services and administers similar mortgage loans for other third party portfolios and (2) the same care, skill, prudence and diligence
with which the Master Servicer or the Special Servicer, as the case may be, services and administers similar mortgage loans owned by the
Master Servicer or the Special Servicer, as the case may be, with a view to (A) the timely recovery of all payments of principal
and interest under the Mortgage Loans or Serviced Whole Loans or (B) in the case of a Specially Serviced Loan or an REO Property,
maximization of recovery of principal and interest on a net present value basis on such Mortgage Loans and any related Serviced Companion
Loans, and the best interests of the Trust and the Certificateholders (as a collective whole as if such Certificateholders constituted
a single lender) (and in the case of any Whole Loan, the best interests of the Trust, the Certificateholders and any related Companion
Holder (as a collective whole as if such Certificateholders and the holder or holders of the related Companion Loan(s) constituted a single
lender), taking into account the subordinate or pari passu nature of the related Companion Loan(s), as applicable), as determined
by the Master Servicer or the Special Servicer, as the case may be, in its reasonable judgment, in either case giving due consideration
to the customary and usual standards of practice of prudent, institutional commercial, multifamily and manufactured housing community
mortgage loan servicers, but without regard to any conflict of interest arising from: (i) any relationship that the Master Servicer,
the Special Servicer or any Affiliate of the Master Servicer or the Special Servicer may have with any Mortgagor or any Affiliate of such
Mortgagor, any Mortgage Loan Seller, the originators, any Sponsor, or any other parties to this Agreement; (ii) the ownership of
any Certificate, Companion Loan, mezzanine loan, or subordinate debt relating to a Mortgage Loan by the Master Servicer, the Special Servicer
or any Affiliate of the Master Servicer or the Special Servicer, as applicable; (iii) the obligation, if any, of the Master Servicer
to make Advances; (iv) the right of the Master Servicer’s or the Special Servicer’s, as the case may be, or any of its
Affiliates to receive compensation for its services and reimbursement for its costs hereunder or with respect to any particular transaction;
(v) the ownership, servicing or management for others of (a) any Non-Serviced Mortgage Loan and any Non-Serviced Companion Loan or
(b) any other mortgage loans, subordinate debt, mezzanine loans or properties not covered by this Agreement or held by the Trust by the
Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates; (vi) any debt that the Master Servicer or
the Special Servicer, as the case may be, or any of its Affiliates, has extended to any Mortgagor or an Affiliate of any Mortgagor (including,
without limitation, any mezzanine financing); (vii) any option to purchase any Mortgage Loan or the related Companion Loan(s)




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the Master Servicer or the Special Servicer,
as the case may be, or any of its Affiliates, may have; and (viii) any obligation of the Master Servicer or the Special Servicer,
or any of their respective Affiliates, to repurchase or substitute for a Mortgage Loan as a Mortgage Loan Seller (if the Master Servicer
or the Special Servicer or one of their respective Affiliates is a Mortgage Loan Seller) (the foregoing, collectively referred to as the
“Servicing Standard”).


The Master Servicer and the
Special Servicer shall act in accordance with the Servicing Standard with respect to any action required to be taken regarding the Non-Serviced
Mortgage Loans pursuant to their obligations under this Agreement.


Without limiting the foregoing,
subject to Section 3.19, the Special Servicer shall be obligated to service and administer (i) any Mortgage Loans (other
than the Non-Serviced Mortgage Loans) and any related Serviced Companion Loans as to which a Servicing Transfer Event has occurred
and is continuing (each, a “Specially Serviced Loan”) or as otherwise provided herein with respect to any Mortgage
Loans (other than the Non-Serviced Mortgage Loans) or any related Serviced Companion Loans as to which a Servicing Transfer Event has
not occurred (each, a “Non-Specially Serviced Loan”) in connection with any Major Decision or Special Servicer Decision
and (ii) any REO Properties (other than the Non-Serviced Mortgaged Properties); provided that the Master Servicer shall
continue to receive payments and make all calculations, and prepare, or cause to be prepared, all reports, required hereunder with respect
to the Specially Serviced Loans, except for the reports specified herein as prepared by the Special Servicer, as if no Servicing Transfer
Event had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render
such services with respect to such Specially Serviced Loans and REO Properties as are specifically provided for herein; provided,
further, however, that the Master Servicer shall not be liable for failure to comply with such duties insofar as such failure
results from a failure of the Special Servicer to provide sufficient information to the Master Servicer to comply with such duties or
failure by the Special Servicer to otherwise comply with its obligations hereunder. The Master Servicer, in its capacity as Master Servicer,
shall not have any responsibility for the performance by the Special Servicer, in its capacity as Special Servicer, of its duties under
this Agreement. The Special Servicer, in its capacity as Special Servicer, shall not have any responsibility for the performance by the
Master Servicer, in its capacity as Master Servicer, of its duties under this Agreement. Each Mortgage Loan or any related Serviced Companion
Loan that becomes a Specially Serviced Loan shall continue as such until satisfaction of the conditions specified in Section 3.19(a).
Without limiting the foregoing, subject to (i) the processing of any Major Decision or Special Servicer Decision (other than the Special
Servicer Decisions specified in subclause (i) or (ii) of clause (ix) of the definition of “Special Servicer Decision”)
by the Special Servicer or, the processing by the Master Servicer of the Special Servicer Decisions specified in subclause (i) or (ii)
of clause (ix) of the definition of “Special Servicer Decision” (but subject to the Special Servicer’s consent),
or if mutually agreed to by the Master Servicer and the Special Servicer, the processing by the Master Servicer of any Major Decision
or other Special Servicer Decision, the Master Servicer in accordance with the terms of this Agreement, and (ii) Section 3.19,
the Master Servicer shall be obligated to service and administer any Non-Specially Serviced Loan or related Serviced Companion Loan. The
Special Servicer shall make the property inspections, use its reasonable efforts to collect the financial statements, budgets, operating
statements and rent rolls and forward to the Master Servicer the reports in respect of the related Mortgaged Properties with respect to
Specially Serviced Loans in accordance with




    	 	-178-	 



    


    

Section 3.12. After notification
to the Master Servicer, the Special Servicer may contact the Mortgagor of any Non-Specially Serviced Loan if efforts by the Master
Servicer to collect required financial information have been unsuccessful or any other issues remain unresolved. Such contact shall be
coordinated through and with the cooperation of the Master Servicer. No provision herein contained shall be construed as an express or
implied guarantee by the Master Servicer or the Special Servicer of the collectability or recoverability of payments on the Mortgage Loans
or any related Serviced Companion Loan or be construed to impair or adversely affect any rights or benefits provided by this Agreement
to the Master Servicer or the Special Servicer (including with respect to Servicing Fees, Special Servicing Fees or the right to be reimbursed
for Advances and interest accrued thereon). Any provision in this Agreement for any Advance by the Master Servicer or the Trustee is intended
solely to provide liquidity for the benefit of the Certificateholders and not as credit support or otherwise to impose on any such Person
the risk of loss with respect to one or more of the Mortgage Loans or any related Serviced Companion Loans. No provision hereof shall
be construed to impose liability on the Master Servicer or the Special Servicer for the reason that any recovery to the Certificateholders
in respect of a Mortgage Loan at any time after a determination of present value recovery is less than the amount reflected in such determination.


(b)              
Subject only to the Servicing Standard and the terms of this Agreement (including, without limitation, Section 6.08)
and of the respective Mortgage Loans, any related Serviced Companion Loans and any related Intercreditor Agreement, if applicable, and
applicable law, the Master Servicer and the Special Servicer each shall have full power and authority, acting alone or, in the case of
the Master Servicer, subject to Section 3.20, through one or more Sub-Servicers, to do or cause to be done any and all
things in connection with such servicing and administration for which it is responsible which it may deem necessary or desirable. Without
limiting the generality of the foregoing, each of the Master Servicer and the Special Servicer, in its own name (or in the name of the
Trustee and, if applicable, the related Serviced Companion Noteholder), is hereby authorized and empowered by the Trustee to execute and
deliver, on behalf of the Certificateholders (and, with respect to a Serviced Companion Loan, the related Serviced Companion Noteholder)
and the Trustee or any of them, with respect to each Mortgage Loan and any related Serviced Companion Loan (and, if applicable, each REO
Property), it is obligated to service under this Agreement: (i) any and all financing statements, continuation statements and other
documents or instruments necessary to maintain the lien created by the related Mortgage or other security document in the related Mortgage
File on the related Mortgaged Property and related collateral, and shall, from time to time, execute and/or deliver such financing statements,
continuation statements and other documents or instruments as necessary to maintain the lien created by the related Mortgage or other
security document in the related Mortgage File on the related Mortgaged Property and related collateral; (ii) subject to Sections 3.08,
3.18 and 6.08, any and all modifications, waivers, amendments or consents to, under or with respect to any documents contained
in the related Mortgage File; (iii) any and all instruments of satisfaction or cancellation, pledge agreements and other documents
in connection with a defeasance, or of partial or full release or discharge, and all other comparable instruments; and (iv) any or
all complaints or other pleadings to initiate and/or to terminate any action, suit or proceeding on behalf of the Trust (in their representative
capacities (except as set forth below in this paragraph). The Master Servicer (with respect to Non-Specially Serviced Loans) and the Special
Servicer (with respect to Specially Serviced Loans) shall provide to the Mortgagor related to such Mortgage Loans or Trust Subordinate




    	 	-179-	 



    


    

Companion Loan that it is servicing any reports
required to be provided to them pursuant to the related Mortgage Loan documents. Subject to Section 3.10, the Trustee shall
(i) on the Closing Date, furnish to the Master Servicer and the Special Servicer original powers of attorney in the form of Exhibit R-1
or Exhibit R-2 attached hereto, as applicable (or such other form as mutually agreed to by the Trustee and the Master Servicer
or the Special Servicer, as applicable) and (ii) upon request, furnish, or cause to be furnished, to the Master Servicer or the Special
Servicer any powers of attorney in the form of Exhibit R-1 or Exhibit R-2 attached hereto, as applicable (or such other
form as mutually agreed to by the Trustee and the Master Servicer or the Special Servicer, as applicable) and other documents necessary
or appropriate to enable the Master Servicer or the Special Servicer, as the case may be, to carry out its servicing and administrative
duties hereunder; provided, however, that the Trustee shall not be held responsible or liable for any acts of the Master
Servicer or the Special Servicer, or for any negligence with respect to, or misuse of, any such power of attorney by the Master Servicer
or the Special Servicer. Notwithstanding anything contained herein to the contrary, the Master Servicer or the Special Servicer, as the
case may be, shall not, without the Trustee’s written consent: (i) initiate any action, suit or proceeding solely under the
Trustee’s name without indicating the Master Servicer’s or the Special Servicer’s, as the case may be, representative
capacity (unless prohibited by any requirement of the applicable jurisdiction in which any such action, suit or proceeding is brought
and if so prohibited, in the manner required by such jurisdiction (provided that the Master Servicer or Special Servicer, as applicable,
shall then provide five (5) Business Days’ written notice to the Trustee of the initiation of such action, suit or proceeding (or
such shorter time period as is reasonably required in the judgment of the Master Servicer or the Special Servicer, as applicable, made
in accordance with the Servicing Standard) prior to filing such action, suit or proceeding), and shall not be required to obtain the Trustee’s
consent or indicate the Master Servicer’s or Special Servicer’s, as applicable, representative capacity)) or (ii) take
any action with the intent to cause, and that actually causes, the Trustee to be required to be registered to do business in any state.


(c)              
To the extent the Master Servicer is permitted pursuant to the terms of the related Mortgage Loan documents or Companion Loan documents
(including any related Intercreditor Agreement) to exercise its discretion with respect to any action that requires Rating Agency Confirmation
from each Rating Agency and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25), the Master Servicer shall require the costs of such Rating Agency
Confirmation to be borne by the related Mortgagor. To the extent the terms of the related Mortgage Loan documents or Companion Loan documents
(including any related Intercreditor Agreement) require the Mortgagor to bear the costs of any Rating Agency Confirmation or confirmation
of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25), the Master Servicer shall not waive the requirement that such costs and expenses be borne by the related Mortgagor.
To the extent that the terms of the related Mortgage Loan documents or Companion Loan documents (including any related




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


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


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


(f)               
Within sixty (60) days (or such shorter time period as is required by the terms of the applicable Mortgage Loan documents) after
the later of (i) the receipt thereof by the Master Servicer and (ii) the Closing Date, (x) the applicable Mortgage
Loan Seller pursuant to the Mortgage Loan Purchase Agreement shall notify each provider of a letter of credit for each Mortgage Loan (other
than any Non-Serviced Mortgage Loan) identified as having a letter of credit on the Mortgage Loan Schedule, that the Master Servicer (in
care of the Trustee, as titled in Section 2.01(b)) for the benefit of the Certificateholders and any related Companion Holders
shall be the beneficiary under each such letter of credit and (y) the Master Servicer shall notify each lessor under a Ground Lease
for each Mortgage Loan identified as subject to a leasehold interest on the Mortgage Loan Schedule, that the Trust is the leasehold mortgagee,
that any notices of default under such Ground Lease that are required to be delivered to the leasehold mortgagee pursuant to the terms
of such Ground Lease shall be delivered to the Master Servicer (who shall forward such notices to the Special Servicer) and that the Master
Servicer or the Special Servicer shall service the related Mortgage Loan for the benefit of the Certificateholders. If a letter of credit
is required to be drawn upon earlier than the date the applicable Mortgage Loan Seller has notified the provider of such letter of credit
pursuant to clause (x) of the immediately preceding sentence, such Mortgage Loan Seller shall cooperate with the reasonable
requests of the Master Servicer or Special Servicer in connection with making a draw under such letter of credit. If the Mortgage Loan
documents do not require the related Mortgagor to pay any costs and expenses relating to any modifications to or assignment of the related
letter of credit, then the applicable Mortgage Loan Seller shall pay such costs and expenses as and to the extent required under the applicable
Mortgage Loan Purchase Agreement. If the Mortgage Loan documents require the related Mortgagor to pay any costs and expenses relating
to any modifications to the related letter of credit, and such Mortgagor fails to pay such costs and expenses after the Master Servicer
has exercised reasonable efforts to collect such costs and expenses from such Mortgagor, then the Master Servicer shall give the applicable
Mortgage Loan Seller notice of such failure and the amount of costs and expenses, and such Mortgage Loan Seller shall pay such costs and
expenses as and to the extent required under the applicable Mortgage Loan Purchase Agreement. The costs and expenses of any modifications
to Ground




    	 	-181-	 



    


    

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


The Master Servicer acknowledges
that any letter of credit held by it shall be held in its capacity as Master Servicer of the Trust. If the Master Servicer sells its rights
to service the applicable Mortgage Loan, the Master Servicer shall assign the applicable letter of credit (i) to the Trust at the expense
of the Master Servicer (which the Master Servicer may recover from the Mortgagor if permitted by the related Mortgage Loan documents)
or (ii) with respect to any Specially Serviced Loan at the direction of the Special Servicer to such party as the Special Servicer may
instruct at the expense of the Trust. Subject to Section 6.04, the Master Servicer or the Special Servicer (solely with respect
to clause (ii) of the prior sentence) shall indemnify the Trust for any loss caused by the ineffectiveness of such assignment as a result
of the Master Servicer’s or the Special Servicer’s, as applicable, negligence.


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


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


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


(j)                
Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that, to the extent required under the
related Intercreditor Agreement, the




    	 	-182-	 



    


    

servicing and administration of a Serviced
Whole Loan shall continue hereunder (but not with respect to making Advances) even if the related Serviced Mortgage Loan is no longer
part of the Trust Fund, until such time as a separate servicing agreement is entered into in accordance with the related Intercreditor
Agreement (it being acknowledged that neither the Master Servicer nor the Special Servicer shall be obligated under a separate agreement
to which it is not a party); provided that, other than pursuant to Section 6.04 (and, with respect to Section 6.04,
solely with respect to claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other
costs, liabilities, fees and expenses (including, without limitation, costs and expenses of litigation and of enforcement of such indemnity,
and of investigation, counsel fees, damages, judgments and amounts paid in settlement) incurred in connection with a legal claim or action
resulting from an action or inaction taken or not taken while the related Serviced Mortgage Loan was part of the Trust Fund), no costs,
expenses, losses or fees accruing with respect to such Serviced Whole Loan on and after the date the related Serviced Mortgage Loan is
no longer part of the Trust Fund shall be payable out of the Trust Fund and the Master Servicer shall have no obligation to make any Advance
on or after the date such Serviced Mortgage Loan ceases to be part of the Trust Fund; provided, further, however,
that if, in the case of any Serviced Whole Loan, the related Serviced Companion Loans continue to be included in Other Securitizations,
then for so long as a separate servicing agreement (pursuant to the related Intercreditor Agreement) has not been entered into, the Master
Servicer shall inform the related Other Servicer of any need to make Servicing Advances with respect to a Serviced Whole Loan within three
(3) Business Days of determining that such an Advance is necessary or being notified that such an Advance is necessary, or in the case
of a Servicing Advance that needs to be made on an emergency or urgent basis, within one (1) Business Day. With respect to Servicing Advances
made by any Other Servicer as contemplated in the second proviso to the preceding sentence, the Master Servicer shall, from collections
on the related Serviced Whole Loan (but never out of general collections on the Mortgage Loans and REO Properties) received by the Master
Servicer, reimburse the Other Servicer for such Servicing Advances in the same manner and on the same level of priority as if such Servicing
Advances had been made by the Master Servicer hereunder.


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


(l)                
The parties hereto acknowledge that each Non-Serviced Mortgage Loan is subject to the terms and conditions of the related Non-Serviced
Intercreditor Agreement and further acknowledge that, pursuant to the related Non-Serviced Intercreditor Agreement, (i) the related
Non-Serviced Mortgage Loan is to be serviced and administered by the related Non-Serviced Master Servicer and Non-Serviced
Special Servicer in accordance with the related Non-Serviced PSA, and (ii) in the event that (A) the related Non-Serviced
Companion Loan is no longer part of the Trust Fund created by the related Non-Serviced PSA and (B) the related




    	 	-183-	 



    


    

Non-Serviced Mortgage Loan is included
in the Trust Fund, then, as set forth in the related Non-Serviced Intercreditor Agreement, the related Non-Serviced Whole Loan
shall continue to be serviced in accordance with the related Non-Serviced PSA, until such time as a new servicing agreement has been agreed
to by the parties to the related Non-Serviced Intercreditor Agreement in accordance with the provisions of such agreement and confirmation
has been obtained from the Rating Agencies that such new servicing agreement would not result in a downgrade, qualification or withdrawal
of the then-current ratings of any Class of Certificates then outstanding.


(m)            
Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and
the Special Servicer’s obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s
authority with respect to a Serviced Whole Loan are limited by, and subject to, the terms of the related Intercreditor Agreement. The
Master Servicer (or, if a Serviced Whole Loan becomes a Specially Serviced Loan, the Special Servicer) shall use reasonable efforts consistent
with the Servicing Standard to obtain the benefits of the rights of the Trust (as holder of the related Serviced Mortgage Loan) under
the related Intercreditor Agreement. In the event of any conflict between this Agreement and the related Intercreditor Agreement, the
provisions of the related Intercreditor Agreement shall control.


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


(o)              
For the avoidance of doubt, none of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee have
any obligation or authority to (a) supervise any related Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Certificate
Administrator or Non-Serviced Trustee or (b) make Servicing Advances with respect to any Non-Serviced Whole Loan. The obligation of the
Master Servicer to provide information and collections and make P&I Advances to the Certificate Administrator for the benefit of the
Certificateholders with respect to each Non-Serviced Mortgage Loan is dependent on its receipt of the corresponding information and/or
collections from the applicable Non-Serviced Master Servicer or Non-Serviced Special Servicer. The parties hereto acknowledge and agree
that the servicing and administration of the Trust Subordinate Companion Loan and the Park West Village Whole Loan shall continue hereunder
by the Master Servicer and the Special Servicer even if the related Park West Village Mortgage Loan is no longer part of the Trust Fund
subject to the provisions of Section 3.34(g);


(p)              
Nothing contained in this Agreement shall limit the ability of the Master Servicer or the Special Servicer to lend money to (to
the extent not secured, in whole or in part, by any Mortgaged Property), accept deposits from or otherwise generally engage in any kind
of business or dealings with any Mortgagor as though the Master Servicer or the Special Servicer




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was not a party to this Agreement or to the
transactions contemplated hereby; provided that this sentence shall not be construed to modify or supersede the Servicing Standard.


Section 3.02       
Collection of Mortgage Loan Payments. (a)  Each of the Master Servicer and the Special Servicer shall make reasonable
efforts to collect all payments called for under the terms and provisions of the Mortgage Loans (other than the Non-Serviced Mortgage
Loans) and the Serviced Companion Loans it is obligated to service hereunder, and shall follow such collection procedures as are consistent
with this Agreement (including, without limitation, the Servicing Standard); provided that the Master Servicer or Special Servicer,
as the case may be, may take action to enforce the Trust’s right to apply excess cash flow to principal in accordance with the terms
of the Mortgage Loan documents. The Master Servicer or the Special Servicer, as applicable, may in its discretion waive any Penalty Charge
in connection with any delinquent payment on a Mortgage Loan or Serviced Companion Loan that it is obligated to service hereunder three
(3) times during any period of twenty-four (24) consecutive months with respect to any Mortgage Loan or Serviced Companion Loan; provided
that the Master Servicer or the Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any
delinquent payment on a Mortgage Loan or Serviced Companion Loan one additional time in such 24-month period so long as with respect
to any of the foregoing waivers, no Advance or additional expense of the Trust has been incurred and remains unreimbursed to the Trust
with respect to such Mortgage Loan or Companion Loan. Any additional waivers during such 24-month period with respect to such Mortgage
Loan may be made, subject to the Servicing Standard, only after the Master Servicer or Special Servicer, as applicable, has, prior to
the occurrence of a Consultation Termination Event, given notice of a proposed waiver to the Directing Certificateholder and, prior to
the occurrence and continuance of a Control Termination Event, the Directing Certificateholder has consented to such additional waiver
(provided that if the Master Servicer or Special Servicer, as applicable, fails to receive a response to such notice from the Directing
Certificateholder in writing within five (5) days of giving such notice, then the Directing Certificateholder shall be deemed to have
consented to such proposed waiver); provided, further, that after the occurrence and during the continuance of a Control
Termination Event, the Master Servicer or Special Servicer, as applicable, subject to Section 3.11, may waive any Penalty
Charge in accordance with the Servicing Standard without the consent of the Directing Certificateholder; provided, further,
that the Directing Certificateholder shall have no consent or consultation rights with respect to any Excluded Loan with respect to the
foregoing waivers.


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




    	 	-185-	 



    


    

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


second, as
a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent previously
paid or reimbursed from principal collections on such Mortgage Loan (as described in the first proviso in the definition of Pooled Principal
Distribution Amount);


third, to
the extent not previously so allocated pursuant to clause first or second above, as a recovery of accrued and unpaid interest
on such Mortgage Loan to the extent of the excess of (i) accrued and unpaid interest (exclusive of Default Interest) on such Mortgage
Loan at the related Mortgage Rate in effect from time to time through the end of the applicable mortgage interest accrual period, over
(ii) after taking into account any allocations pursuant to clause fifth below on earlier dates, the aggregate portion of the accrued
and unpaid interest described in subclause (i) of this clause third that either (A) (x) was not advanced because of the reductions
(if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction
Amounts or (y) with respect to any accrued and unpaid interest that was not advanced due to a determination that the related P&I Advance
would be a Nonrecoverable Advance, the amount of interest that (absent such determination of nonrecoverability preventing such P&I
Advance from being made) would not have been advanced because of the reductions in the amount of related P&I Advances for such Mortgage
Loan that would have occurred in connection with the related Appraisal Reduction Amounts or (B) accrued at the related Net Mortgage Rate
on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect from
time to time and as to which no P&I Advance was made;


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


fifth, as
a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the sum of (A) the cumulative amount of the reductions
(if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction
Amounts or would have occurred in connection with related Appraisal Reduction Amounts but for such P&I Advance not having been made
as a result of a determination by the Master Servicer that such P&I Advance would have been a Nonrecoverable Advance, plus (B) any
unpaid interest (exclusive of Default Interest) that accrued at the related Net Mortgage Rate on the portion of the Stated Principal Balance
of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect from time to time and as to which no P&I Advance
was made (to the extent




    	 	-186-	 



    


    

collections have not been allocated as
recovery of such accrued and unpaid interest pursuant to this clause fifth on earlier dates);


sixth, as
a recovery of amounts to be currently allocated to the payment of, or, to the extent required under the Mortgage Loan documents, escrowed
for the future payment of, real estate taxes, assessments and insurance premiums and similar items relating to such Mortgage Loan;


seventh, as
a recovery of any other reserves to the extent then required to be held in escrow with respect to such Mortgage Loan;


eighth, as
a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under such Mortgage Loan;


ninth, as
a recovery of any late payment charges and Default Interest then due and owing under such Mortgage Loan;


tenth, as
a recovery of any assumption fees and Modification Fees then due and owing under such Mortgage Loan;


eleventh,
as a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal (if both consent
fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated to Operating Advisor
Consulting Fees); and


twelfth, as
a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance;


provided that to the extent required
under the REMIC Provisions, payments or proceeds received (or receivable by exercise of the lender’s rights under the related Mortgage
Loan documents) with respect to any partial release of a Mortgaged Property (including in connection with a condemnation) at a time when
the LTV Ratio of the related Mortgage Loan or Serviced Whole Loan, as applicable, exceeds 125%, or would exceed 125% following any partial
release (based solely on the value of real property and excluding personal property and going concern value, if any, unless otherwise
permitted under the applicable REMIC rules as evidenced by an opinion of counsel provided to the Trustee) may be required to be collected
and allocated to reduce the principal balance of the Mortgage Loan or Serviced Whole Loan in the manner required by the REMIC Provisions;
provided, further, that if a Non-Serviced Mortgage Loan and any related Non-Serviced Companion Loan comprising a
Non-Serviced Whole Loan become REO Loans, the treatment of the foregoing amounts with respect to such Non-Serviced Whole Loan
shall be subject to the terms of the related Non-Serviced Intercreditor Agreement and Non-Serviced PSA, in that order; provided,
further, that with respect to each Mortgage Loan related to a Serviced Whole Loan, amounts collected with respect to the related
Serviced Whole Loan shall be allocated first pursuant to the terms of the related Intercreditor Agreement and then, any amounts allocated
to the related Serviced Mortgage Loan shall be subject to application as described above.




    	 	-187-	 



    


    

(c)              
 (i) All amounts collected by or on behalf of the Trust in respect of the Trust Subordinate Companion Loan shall be applied
to amounts due and owing under the related Trust Subordinate Companion Loan documents (including for principal and accrued and unpaid
interest) in accordance with the express provisions of the related Trust Subordinate Companion Loan documents (including the Park West
Village Intercreditor Agreement); provided, however, that absent express provisions in the related Trust Subordinate Companion Loan documents
(including the Park West Village Intercreditor Agreement), all amounts collected by or on behalf of the Trust in respect of the Trust
Subordinate Companion Loan in the form of payments from the related Mortgagor, Liquidation Proceeds or Insurance and Condemnation Proceeds
under the Trust Subordinate Companion Loan shall be applied in the following order of priority:


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


second, as
a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent previously
paid or reimbursed from principal collections on the Trust Subordinate Companion Loan (as described in the first proviso in the definition
of the Park West Village Principal Distribution Amount);


third, to
the extent not previously so allocated pursuant to clause first or second above, as a recovery of accrued and unpaid interest
on the Trust Subordinate Companion Loan to the extent of the excess of (i) unpaid interest (exclusive of Default Interest) on the
Trust Subordinate Companion Loan at the related Mortgage Rate in effect from time to time through the end of the applicable mortgage interest
accrual period, over (ii) after taking into account any allocations pursuant to clause fifth below on earlier dates, the aggregate
portion of the accrued and unpaid interest described in subclause (i) of this clause third that either (A)(x) was not advanced
because of the reductions (if any) in the amount of related P&I Advances for the Trust Subordinate Companion Loan that have occurred
in connection with related Appraisal Reduction Amounts or (y) with respect to any accrued and unpaid interest that was not advanced due
to a determination that the related P&I Advance would be a Nonrecoverable Advance, the amount of interest that (absent such determination
of nonrecoverability preventing such P&I Advance from being made) would not have been advanced because of the reductions in the amount
of related P&I Advances for such Mortgage Loan that would have occurred in connection with the related Appraisal Reduction Amounts
or (B) accrued at the Net Mortgage Rate on the portion of the Stated Principal Balance of the Trust Subordinate Companion Loan equal to
any related Collateral Deficiency Amount in effect from time to time and as to which no P&I Advance was made;


fourth, to
the extent not previously so allocated pursuant to clause first or second, above as a recovery of principal of the Trust
Subordinate Companion Loan then due and owing, including by reason of acceleration of the Trust Subordinate Companion Loan following a
default thereunder (or, if the Trust Subordinate Companion Loan has been




    	 	-188-	 



    


    

liquidated, as a recovery of principal
to the extent of its entire remaining unpaid principal balance);


fifth, as
a recovery of accrued and unpaid interest on the Trust Subordinate Companion Loan to the extent of the sum of (A) the cumulative amount
of the reductions (if any) in the amount of related P&I Advances for the Trust Subordinate Companion Loan that have occurred in connection
with related Appraisal Reduction Amounts or would have occurred in connection with related Appraisal Reduction Amounts but for such P&I
Advance not having been made as a result of a determination by the Master Servicer that such P&I Advance would have been a Nonrecoverable
Advance, and (B) any unpaid interest (exclusive of Default Interest) that accrued at the related Net Mortgage Rate on the Trust Subordinate
Companion Loan on the portion of the Stated Principal Balance of the Trust Subordinate Companion Loan equal to any related Collateral
Deficiency Amount in effect from time to time and as to which no P&I Advance was made (in each case, to the extent collections have
not been allocated as recovery of such accrued and unpaid interest pursuant to this clause fifth on earlier dates);


sixth, as
a recovery of amounts to be currently allocated to the payment of, or escrowed for the future payment of, real estate taxes, assessments
and insurance premiums and similar items relating to the Trust Subordinate Companion Loan;


seventh, as
a recovery of any other reserves to the extent then required to be held in escrow with respect to the Trust Subordinate Companion Loan;


eighth, as
a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under the Trust Subordinate Companion Loan;


ninth, as
a recovery of any late payment charges and Default Interest then due and owing under the Trust Subordinate Companion Loan;


tenth, as
a recovery of any assumption fees and Modification Fees then due and owing under the Trust Subordinate Companion Loan;


eleventh,
as a recovery of any other amounts then due and owing under the Trust Subordinate Companion Loan other than remaining unpaid principal
(if both consent fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated to
Operating Advisor Consulting Fees); and


twelfth, as
a recovery of any remaining principal of the Trust Subordinate Companion Loan to the extent of its entire remaining unpaid principal balance;


provided that to the extent required
under the REMIC Provisions, payments or proceeds received (or receivable by exercise of the lender’s rights under the related Mortgage
Loan documents) with respect to any partial release of the Park West Village Mortgaged Property (including in connection with a condemnation)
at a time when the loan-to-value ratio of the Park West Village Whole Loan exceeds 125%, or would exceed 125% following any partial release
(based solely on the value of real property and excluding personal property and going concern value, if any, unless otherwise permitted
under the applicable REMIC Provisions as evidenced by an Opinion




    	 	-189-	 



    


    

of Counsel to the Trustee) must be collected
and allocated to reduce the principal balance of the Park West Village Whole Loan in the manner required by the REMIC Provisions; provided,
that amounts collected with respect to the Park West Village Whole Loan shall be allocated first pursuant to the terms of the Park West
Village Intercreditor Agreement and then, any amounts allocated to the Trust Subordinate Companion Loan shall be subject to application
as described above.


(ii)              
Collections by or on behalf of the Trust in respect of any REO Property (exclusive of the amounts to be allocated to the payment
of the costs of operating, managing, leasing, maintaining and disposing of such REO Property and, if applicable, exclusive of any amounts
payable to the holder of the Park West Village Mortgage Loan pursuant to the Park West Village Intercreditor Agreement) shall be allocated
for purposes of collecting amounts due under the Trust Subordinate Companion Loan in the following order of priority:


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


second, as
a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent previously
paid or reimbursed from principal collections on the Trust Subordinate Companion Loan (as described in the first proviso in the definition
of Park West Village Principal Distribution Amount);


third, to
the extent not previously so allocated pursuant to clause first or second above, as a recovery of accrued and unpaid interest
on the Trust Subordinate Companion Loan to the extent of the excess of (i) accrued and unpaid interest (exclusive of Default Interest)
on the Trust Subordinate Companion Loan at the related Mortgage Rate in effect from time to time through the end of the applicable mortgage
interest accrual period, over (ii) after taking into account any allocations pursuant to clause fifth below or clause fifth
of the prior paragraph on earlier dates, the aggregate portion of the accrued and unpaid interest described in subclause (i) of this
clause third that either (A)(x) was not advanced because of the reductions (if any) in the amount of related P&I Advances for
the Trust Subordinate Companion Loan that have occurred in connection with related Appraisal Reduction Amounts or (y) with respect to
any accrued and unpaid interest that was not advanced due to a determination that the related P&I Advance would be a Nonrecoverable
Advance, the amount of interest that (absent such determination of nonrecoverability preventing such P&I Advance from being made)
would not have been advanced because of the reductions in the amount of related P&I Advances for the Trust Subordinate Companion Loan
that would have occurred in connection with related Appraisal Reduction Amounts or (B) accrued at the related Net Mortgage Rate on
the Trust Subordinate Companion Loan on the portion of the Stated Principal Balance of the Trust Subordinate Companion Loan equal to any
related Collateral Deficiency Amount in effect from time to time and as to which no P&I Advance was made;




    	 	-190-	 



    


    

fourth, to
the extent not previously so allocated pursuant to clause first or second above, as a recovery of principal of the Trust
Subordinate Companion Loan to the extent of its entire unpaid principal balance;


fifth, as
a recovery of accrued and unpaid interest (exclusive of Default Interest) on the Trust Subordinate Companion Loan to the extent of the
sum of (A) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for the Trust Subordinate Companion
Loan that have occurred in connection with related Appraisal Reduction Amounts or would have occurred in connection with related Appraisal
Reduction Amounts but for such P&I Advance not having been made as a result of a determination by the Master Servicer that such P&I
Advance would have been a Nonrecoverable Advance, and (B) any unpaid interest that accrued at the related Net Mortgage Rate on the Trust
Subordinate Companion Loan on the portion of the Stated Principal Balance of the Trust Subordinate Companion Loan equal to any related
Collateral Deficiency Amount in effect from time to time and as to which no P&I Advance was made (in each case, to the extent collections
have not been allocated as recovery of accrued and unpaid interest pursuant to this clause fifth or clause fifth of the
prior paragraph on earlier dates);


sixth, as
a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under the Trust Subordinate Companion Loan;


seventh, as
a recovery of any late payment charges and Default Interest then due and owing under the Trust Subordinate Companion Loan;


eighth, as
a recovery of any assumption fees and Modification Fees then due and owing under the Trust Subordinate Companion Loan; and


ninth, as
a recovery of any other amounts then due and owing under the Trust Subordinate Companion Loan other than remaining unpaid principal (if
both consent fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated
to Operating Advisor Consulting Fees);


provided that amounts collected with
respect to the Park West Village Whole Loan shall be allocated first pursuant to the terms of the Park West Village Intercreditor Agreement
and then, any amounts allocated to the Trust Subordinate Companion Loan shall be subject to application as described above.


(iii)               
Collections by or on behalf of the Trust in respect of any REO Property (exclusive of the amounts to be allocated to the payment
of the costs of operating, managing, leasing, maintaining and disposing of such REO Property and, if applicable, in the case of any Serviced
Whole Loan, exclusive of any amounts payable to the holder or holders of the related Companion Loan(s), as applicable, pursuant to the
related Intercreditor Agreement) shall be applied in the following order of priority:


first, as
a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related Mortgage Loan
and interest




    	 	-191-	 



    


    

at the Reimbursement Rate on all Advances
and, if applicable, unreimbursed and unpaid additional trust fund expenses of the Trust with respect to such Mortgage Loan;


second, as
a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent previously
paid or reimbursed from principal collections on the Mortgage Loans (as described in the first proviso in the definition of Pooled Principal
Distribution Amount);


third, to
the extent not previously so allocated pursuant to clause first or second above, as a recovery of accrued and unpaid interest
on such Mortgage Loan to the extent of the excess of (i) accrued and unpaid interest (exclusive of Default Interest) on such Mortgage
Loan at the related Mortgage Rate in effect from time to time through the end of the applicable mortgage interest accrual period, over
(ii) after taking into account any allocations pursuant to clause fifth below or clause fifth of the prior paragraph on
earlier dates, the aggregate portion of the accrued and unpaid interest described in subclause (i) of this clause third that either
(A) (x) was not advanced because of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have
occurred in connection with related Appraisal Reduction Amounts or (y) with respect to any accrued and unpaid interest that was not advanced
due to a determination that the related P&I Advance would be a Nonrecoverable Advance, the amount of interest that (absent such determination
of nonrecoverability preventing such P&I Advance from being made) would not have been advanced because of the reductions in the amount
of P&I Advances for such Mortgage Loan that would have occurred in connection with related Appraisal Reduction Amounts, or (B) accrued
at the related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral
Deficiency Amount in effect from time to time and as to which no P&I Advance was made;


fourth, to
the extent not previously so allocated pursuant to clause first or second above, as a recovery of principal of such Mortgage
Loan to the extent of its entire unpaid principal balance;


fifth, as
a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the sum of (A) the cumulative amount of the reductions
(if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction
Amounts or would have occurred in connection with related Appraisal Reduction Amounts but for such P&I Advance not having been made
as a result of a determination by the Master Servicer that such P&I Advance would have been a Nonrecoverable Advance, plus (B) any
unpaid interest (exclusive of Default Interest) that accrued at the related Net Mortgage Rate on the portion of the Stated Principal Balance
of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect from time to time and as to which no P&I Advance
was made (to the extent collections have not been allocated as recovery of accrued and unpaid interest pursuant to this clause fifth
or clause fifth of the prior paragraph on earlier dates);


sixth, as
a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under such Mortgage Loan;




    	 	-192-	 



    


    

seventh, as
a recovery of any late payment charges and Default Interest then due and owing under such Mortgage Loan;


eighth, as
a recovery of any assumption fees and Modification Fees then due and owing under such Mortgage Loan; and


ninth, as
a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal (if both consent fees
and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated to Operating
Advisor Consulting Fees);


provided that if a Non-Serviced Mortgage
Loan and any related Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan becomes an REO Loan, the treatment of the foregoing
amounts with respect to such Non-Serviced Whole Loan shall be subject to the terms of the related Non-Serviced Intercreditor Agreement
and Non-Serviced PSA, in that order; provided, further, that with respect to each Mortgage Loan related to a Serviced Whole
Loan, amounts collected with respect to the related Serviced Whole Loan shall be allocated first pursuant to the terms of the related
Intercreditor Agreement and then, any amounts allocated to the related Serviced Mortgage Loan shall be subject to application as described
above.


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


(d)              
To the extent consistent with the terms of the Mortgage Loans (and, with respect to each Serviced Whole Loan, the related Serviced
Companion Loan(s), as applicable, and the related Intercreditor Agreement) and applicable law, the Master Servicer shall apply all Insurance
and Condemnation Proceeds it receives on a day other than the Due Date to amounts due and owing under the related Mortgage Loan or Companion
Loan(s) as if such Insurance and Condemnation Proceeds were received on the Due Date immediately succeeding the month in which Insurance
and Condemnation Proceeds were received and otherwise in accordance with Section 3.02(c)(iii) above.


(e)              
[RESERVED].


(f)               
With respect to any Mortgage Loan, Trust Subordinate Companion Loan or any Serviced Pari Passu Companion Loan for which the Mortgagor
was required to escrow funds or to post a letter of credit related to obtaining certain performance objectives described in the applicable
Mortgage Loan documents or Trust Subordinate Companion Loan documents, the Master Servicer shall, to the extent consistent with the Servicing
Standard, hold such escrows, letters of credit and proceeds thereof as additional collateral and not apply such items to reduce the principal
balance of such Mortgage Loan or Serviced Companion Loan(s), unless otherwise




    	 	-193-	 



    


    

required to do so pursuant to the applicable
Mortgage Loan documents, applicable law or court order.


(g)              
Promptly following the Closing Date, in the case of any Non-Serviced Whole Loan and, with respect to the Servicing Shift Mortgage
Loan, promptly following receipt of notice in connection with the Servicing Shift Date, the Certificate Administrator shall send written
notice (in the form attached hereto as Exhibit T) to the related Non-Serviced Master Servicer and the related Non-Serviced Special Servicer
(with a copy to any other applicable party set forth on the schedule of addresses to Exhibit T) stating that, as of such date, the Trustee
is the holder of the related Non-Serviced Mortgage Loan and directing such Non-Serviced Master Servicer to remit to the Master Servicer
all amounts payable to, and to forward, deliver or otherwise make available, as the case may be, to the Master Servicer all reports, statements,
documents, communications and other information that are to be forwarded, delivered or otherwise made available to, the holder of such
Non-Serviced Mortgage Loan under the related Non-Serviced Intercreditor Agreement and the related Non-Serviced PSA. The Master Servicer
shall, within two (2) Business Days of receipt of properly identified funds, deposit into the Collection Account all amounts received
with respect to the related Non-Serviced Mortgage Loan, the related Non-Serviced Mortgaged Property or any related REO Property.


Section 3.03       
Collection of Taxes, Assessments and Similar Items; Servicing Accounts. (a)  The Master Servicer shall establish
and maintain one or more accounts (the “Servicing Accounts”), into which all Escrow Payments received by it shall be
deposited and retained, and shall administer such Servicing Accounts in accordance with the Mortgage Loan documents and, if applicable,
the Companion Loan documents. Any Servicing Account related to a Serviced Whole Loan shall be held for the benefit of the Certificateholders
and the related Serviced Companion Noteholder collectively, but this shall not be construed to modify respective interests of either noteholder
therein as set forth in the related Intercreditor Agreement. Amounts on deposit in Servicing Accounts may only be invested in accordance
with the terms of the related Mortgage Loan documents and Companion Loan documents, as applicable, or in Permitted Investments in accordance
with the provisions of Section 3.06. Servicing Accounts shall be Eligible Accounts to the extent permitted by the terms of
the related Mortgage Loan documents. Withdrawals of amounts so deposited from a Servicing Account may be made only to: (i) effect
payment of items for which Escrow Payments were collected and comparable items; (ii) reimburse the Trustee and then the Master Servicer,
if applicable, for any Servicing Advances; (iii) refund to Mortgagors any sums as may be determined to be overages; (iv) pay
interest to Mortgagors on balances in the Servicing Account, if required by applicable law or the terms of the related Mortgage Loan or
Companion Loan and as described below or, if not so required, to the Master Servicer; (v) after the occurrence of an event of default
under the related Mortgage Loan or Companion Loan, apply amounts to the indebtedness under the applicable Mortgage Loan or Companion Loan;
(vi) withdraw amounts deposited in error; (vii) pay Penalty Charges to the extent permitted by the related Mortgage Loan documents;
or (viii) clear and terminate the Servicing Account at the termination of this Agreement in accordance with Section 9.01.
As part of its servicing duties, the Master Servicer shall pay or cause to be paid to the related Mortgagors interest on funds in Servicing
Accounts, to the extent required by law or the terms of the related Mortgage Loan or Companion Loan; provided, however,
that in no event shall the Master Servicer be required to remit to any Mortgagor any amounts in excess of actual net investment income
or funds in the related Servicing Account. If




    	 	-194-	 



    


    

allowed by the related Mortgage Loan documents
and applicable law, the Master Servicer may charge the related Mortgagor an administrative fee for maintenance of the Servicing Accounts.


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


(c)              
In accordance with the Servicing Standard and for each Mortgage Loan (other than any Non-Serviced Mortgage Loans) and each
Serviced Whole Loan, as applicable, the Master Servicer shall advance all such funds as are necessary for the purpose of effecting the
payment of (i) real estate taxes, assessments and other similar items that are or may become a lien thereon, (ii) ground rents
(if applicable) and (iii) premiums on Insurance Policies, in each instance if and to the extent Escrow Payments collected from the
related Mortgagor (or related REO Revenues, if applicable) are insufficient to pay such item when due and the related Mortgagor has failed
to pay such item on a timely basis, and provided, however, that the particular advance would not, if made, constitute a
Nonrecoverable Servicing Advance and provided, further, however, that with respect to the payment of taxes and assessments,
the Master Servicer shall not be required to make such advance until the later of (i) five (5) Business Days after the Master Servicer,
the Special Servicer, the Certificate Administrator or the Trustee, as




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the case may be, has received confirmation
that such item has not been paid and (ii) the date prior to the date after which any penalty or interest would accrue in respect
of such taxes or assessments. The Special Servicer shall give the Master Servicer and the Trustee no less than five (5) Business Days’
written (facsimile or electronic) notice before the date on which the Master Servicer is requested to make any Servicing Advance with
respect to a given Specially Serviced Loan or REO Property; provided, however, that only two (2) Business Days’ written
(facsimile or electronic) notice shall be required in respect of Servicing Advances required to be made on an emergency or urgent basis;
provided, further, that the Special Servicer shall not be entitled to make such a request (other than for Servicing Advances
required to be made on an urgent or emergency basis) more frequently than once per calendar month (although such request may relate to
more than one Servicing Advance). The Master Servicer may pay the aggregate amount of such Servicing Advances listed on a monthly request
to the Special Servicer, in which case the Special Servicer shall remit such Servicing Advances to the ultimate payees. The Special Servicer
shall have no obligation to make any Advances; provided that in an urgent or emergency situation requiring the making of a Servicing
Advance, the Special Servicer may make a Servicing Advance in its sole discretion. The Special Servicer shall deliver to the Master Servicer
a request for reimbursement for such Servicing Advance, along with all information and documentation in the Special Servicer’s possession
regarding the subject Servicing Advance as the Master Servicer may reasonably request, and the Master Servicer shall be obligated, out
of the Master Servicer’s own funds, to reimburse the Special Servicer for any unreimbursed Servicing Advances (other than Nonrecoverable
Servicing Advances) made by the Special Servicer pursuant to the terms hereof, together with interest thereon at the Reimbursement Rate
from the date made to, but not including, the date of reimbursement. Such reimbursement and any accompanying payment of interest shall
be made within five (5) Business Days of the written request therefor pursuant to the preceding sentence by wire transfer of immediately
available funds to an account designated in writing by the Special Servicer. Upon the Master Servicer’s reimbursement to the Special
Servicer of any Servicing Advance and payment to the Special Servicer of interest thereon, all in accordance with this Section 3.03,
the Master Servicer shall for all purposes of this Agreement be deemed to have made such Servicing Advance at the same time as the Special
Servicer actually made such Servicing Advance, and accordingly, the Master Servicer shall be entitled to be reimbursed for such Servicing
Advance, together with interest thereon at the Reimbursement Rate, at the same time, in the same manner and to the same extent as the
Master Servicer would otherwise have been entitled if it had actually made such Servicing Advance at the time the Special Servicer did.
Notwithstanding the foregoing provisions of this Section 3.03(c), the Master Servicer shall not be required to reimburse the
Special Servicer out of its own funds for, or to make at the direction of the Special Servicer, any Servicing Advance if the Master Servicer
determines in its reasonable judgment that such Servicing Advance, although not characterized by the Special Servicer as a Nonrecoverable
Servicing Advance, is in fact a Nonrecoverable Servicing Advance. The Master Servicer shall notify the Special Servicer in writing of
such determination and, if applicable, such Nonrecoverable Servicing Advance shall instead be reimbursed to the Special Servicer pursuant
to Section 3.05 of this Agreement.


Any request by the Special
Servicer that the Master Servicer make a Servicing Advance shall be deemed to be a determination by the Special Servicer that such requested
Servicing Advance is not a Nonrecoverable Servicing Advance, and the Master Servicer shall be entitled to conclusively rely on such determination,
provided that the determination shall not be




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binding on the Master Servicer or Trustee.
On the first Business Day after the Determination Date for the related Distribution Date, the Special Servicer shall report to the Master
Servicer if the Special Servicer determines any Servicing Advance previously made by the Master Servicer with respect to a Specially Serviced
Loan or REO Loan is a Nonrecoverable Servicing Advance. The Master Servicer shall be entitled to conclusively rely on such a determination,
but such determination shall not be binding upon the Master Servicer, and shall in no way limit the ability of the Master Servicer in
the absence of such determination to make its own determination that any Advance is a Nonrecoverable Advance. If the Special Servicer
makes a determination that only a portion of, and not all of, any previously made or proposed Servicing Advance is a Nonrecoverable Advance,
the Master Servicer shall have the right to make its own subsequent determination that any remaining portion of any such previously made
or proposed Servicing Advance is a Nonrecoverable Advance. All such Advances shall be reimbursable in the first instance from related
collections from the Mortgagors and further as provided in Section 3.05(a). No costs incurred by the Master Servicer or the
Special Servicer in effecting the payment of real estate taxes, assessments and, if applicable, ground rents on or in respect of the Mortgaged
Properties shall, for purposes hereof, including, without limitation, the Certificate Administrator’s calculation of monthly distributions
to Certificateholders, be added to the unpaid principal balances of the related Mortgage Loans or any related Serviced Companion Loan,
if applicable, notwithstanding that the terms of such Mortgage Loans or related Serviced Companion Loan, if applicable, so permit. If
the Master Servicer fails to make any required Servicing Advance as and when due (including any applicable cure periods), to the extent
the Trustee has actual knowledge of such failure, the Trustee shall make such Servicing Advance pursuant to Section 7.05. Notwithstanding
anything herein to the contrary, no Servicing Advance shall be required hereunder if such Servicing Advance would, if made, constitute
a Nonrecoverable Servicing Advance. In addition, the Master Servicer shall consider Unliquidated Advances in respect of prior Servicing
Advances for purposes of nonrecoverability determinations. The Special Servicer shall have no obligation to make any Servicing Advances
under this Agreement.


Notwithstanding anything
to the contrary contained in this Section 3.03(c), the Master Servicer may in its good faith judgment elect (but shall not
be required unless directed by the Special Servicer with respect to Specially Serviced Loans and REO Loans) to make a payment from amounts
on deposit in the Collection Account (or any Companion Distribution Account maintained as a subaccount thereof by a Companion Paying Agent,
if applicable) (which shall be deemed first made from amounts distributable as principal and then from all other amounts
comprising general collections) to pay for certain expenses set forth below notwithstanding that the Master Servicer (or Special Servicer,
as applicable) has determined that a Servicing Advance with respect to such expenditure would be a Nonrecoverable Servicing Advance (unless,
with respect to Specially Serviced Loans or REO Loans, the Special Servicer has notified the Master Servicer to not make such expenditure),
where making such expenditure would prevent (i) the related Mortgaged Property from being uninsured or being sold at a tax sale or
(ii) any event that would cause a loss of the priority of the lien of the related Mortgage, or the loss of any security for the related
Mortgage Loan or Serviced Companion Loan(s); provided that in each instance, the Master Servicer or the Special Servicer, as applicable,
determines in accordance with the Servicing Standard (as evidenced by an Officer’s Certificate delivered to the Trustee) that making
such expenditure is in the best interest of the Certificateholders (and, if applicable, the Companion Holders), all as a collective whole
(taking into account the




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subordinate or pari passu nature of
any Companion Loans, as applicable). The Master Servicer or Trustee may elect to obtain reimbursement of Nonrecoverable Servicing Advances
from the Trust pursuant to the terms of Section 3.17(c). The parties acknowledge that pursuant to the applicable Non-Serviced
PSA, the applicable Non-Serviced Master Servicer is obligated to make servicing advances with respect to the related Non-Serviced
Whole Loan. The applicable Non-Serviced Master Servicer shall be entitled to reimbursement for Nonrecoverable Servicing Advances with
respect to such Non-Serviced Whole Loan (with, in each case, any accrued and unpaid interest thereon provided for under the applicable
Non-Serviced PSA) in the manner set forth in the applicable Non-Serviced PSA and the applicable Non-Serviced Intercreditor Agreement.


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


(e)              
To the extent an operations and maintenance plan is required to be established and executed pursuant to the terms of a Mortgage
Loan (other than a Non-Serviced Mortgage Loan), the Master Servicer shall request from the Mortgagor written confirmation thereof
within a reasonable time after the later of the Closing Date and the date as of which such plan is required to be established or completed.
To the extent any repairs, capital improvements, actions or remediations are required to have been taken or completed pursuant to the
terms of the Mortgage Loan (other than a Non-Serviced Mortgage Loan), the Master Servicer shall request from the Mortgagor written
confirmation of such actions and remediations within a reasonable time after the later of the Closing Date and the date as of which such
action or remediations are required to be or to have been taken or completed. To the extent a Mortgagor shall fail to promptly respond
to any inquiry described in this Section 3.03(e), the Master Servicer shall report any such failure to the Special Servicer
within a reasonable time after the date as of which such actions or remediations are required to be or to have been taken or completed.






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Section 3.04       
The Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Trust
Subordinate Companion Loan REMIC Distribution Account, the Companion Distribution Account, the Interest Reserve Account, the Gain-on-Sale
Reserve Account, the Park West Village Gain-On-Sale Reserve Account, the Threshold Event Cash Collateral Account and the Park West Village
Excess Collections Reserve Account. (a)  The Master Servicer shall establish and maintain, or cause to be established
and maintained, a Collection Account in which the Master Servicer shall deposit or cause to be deposited and in no event later than the
second Business Day following receipt of properly identified funds (in the case of payments by Mortgagors or other collections on the
Mortgage Loans or Companion Loans), except as otherwise specifically provided herein, the following payments and collections received
or made by or on behalf of it subsequent to the Cut-off Date (other than in respect of principal and interest on the Mortgage Loans
or Companion Loans due and payable on or before the Cut-off Date, which payments shall be delivered promptly to the appropriate Mortgage
Loan Seller or its respective designee and other than any amounts received from Mortgagors which are received in connection with the
purchase of defeasance collateral), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date
but allocable to a period subsequent thereto:


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


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


(iii)                            late payment charges and other Penalty Charges to the extent required to offset interest on Advances and additional expenses of
the Trust (other than Special Servicing Fees, Workout Fees or Liquidation Fees) as required by Section 3.11(d);


(iv)                           all Insurance and Condemnation Proceeds and Liquidation Proceeds (other than Gain-on-Sale Proceeds or Non-Serviced Gain-on-Sale
Proceeds) received in respect of any Mortgage Loan, Serviced Companion Loan or REO Property (other than (A) Liquidation Proceeds
that are received in connection with the purchase by the Master Servicer, the Special Servicer, the Holders of the majority of the Controlling
Class, or the Holders of the Class R Certificates of all the Mortgage Loans, the Trust Subordinate Companion Loan and any REO Properties
in the Trust Fund and that are to be deposited in the Lower-Tier REMIC Distribution Account or the Trust Subordinate Companion Loan
REMIC Distribution Account pursuant to Section 9.01 and (B) any proceeds that are received in connection with the purchase,
if any, of a Serviced Pari Passu Companion Loan from a securitization by the related Mortgage Loan Seller, which shall be paid directly
to the servicer of such securitization) together with any recovery of Unliquidated Advances in respect of the related Mortgage Loans;


(v)                          
any amounts required to be transferred from the REO Account pursuant to Section 3.14(c);




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(vi)                    
 any amounts required to be deposited by the Master Servicer pursuant to Section 3.06 in connection with losses incurred
with respect to Permitted Investments of funds held in the Collection Account; and


(vii)                  
any amounts required to be deposited by the Master Servicer or the Special Servicer pursuant to Section 3.07(b) in
connection with losses resulting from a deductible clause in a blanket hazard or master single interest policy.


Notwithstanding the foregoing
requirements, the Master Servicer need not deposit into the Collection Account any amount that the Master Servicer would be authorized
to withdraw immediately from such account in accordance with the terms of Section 3.05 and shall be entitled to instead immediately
pay such amount directly to the Person(s) entitled thereto; provided that such amounts shall be applied in accordance with the
terms hereof and shall be reported as if deposited in such Collection Account and then withdrawn.


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


Upon receipt of any of the
foregoing amounts in clauses (i) through (iv) above with respect to any Specially Serviced Loans, the Special Servicer
shall remit within one (1) Business Day such amounts to the Master Servicer for deposit into the Collection Account, in accordance with
this Section 3.04(a); provided, that to the extent that any of the foregoing amounts are received after 2:00 p.m. (Eastern
Time) on any given Business Day, the Special Servicer shall use commercially reasonable efforts to remit such amounts within one (1) Business
Day of receipt of such amount, but, in any event, the Special Servicer shall remit such amounts to the Master Servicer within two (2)
Business Days of receipt of such amounts. Any such amounts received by the Special Servicer with respect to an REO Property shall be deposited
by the Special Servicer into the REO Account and remitted to the Master Servicer for deposit into the Collection Account, pursuant to
Section 3.14(c). With respect to any such amounts paid by check to the order of the Special Servicer, the Special Servicer
shall endorse without recourse or warranty such check to the order of the Master Servicer and shall promptly deliver any such check to
the Master Servicer by overnight courier. Funds in the Collection Account may only be invested in Permitted Investments in accordance
with the provisions of Section 3.06. As of the Closing Date, the Collection Account for the Master Servicer shall be located
at the offices of KeyBank National Association. The Master Servicer shall give written notice to the Trustee, the Special Servicer, the
Certificate Administrator and the Depositor of the new location of the Collection Account prior to any change thereof.




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For purposes of determining
amounts to be deposited in the Collection Account in respect of the Trust Subordinate Companion Loan and the related Mortgage Loan, the
Master Servicer shall determine the allocation of such amounts in accordance with the related Intercreditor Agreement. All amounts so
allocable to such Trust Subordinate Companion Loan shall be held separate and apart from other amounts deposited in the Collection Account
(or in a subaccount or ledger account of the Collection Account) and may be withdrawn from the Collection Account (pursuant to Section
3.04 and otherwise) only to the extent set forth in this Agreement and not specifically prohibited under the related Intercreditor
Agreement.


(b)              
The Certificate Administrator, on behalf of the Trustee, shall establish and maintain (i) the Lower-Tier REMIC Distribution Account
and the Interest Reserve Account in trust for the benefit of the Certificateholders, (ii) the Trust Subordinate Companion Loan REMIC Distribution
Account in trust for the benefit of the Loan-Specific Certificateholders, (iii) (A) the Gain-on-Sale Reserve Account (if established)
for the benefit of the Certificateholders and (B) the Park West Village Gain-on-Sale Reserve Account (if established) for the benefit
of the Loan-Specific Certificateholders and (iv) the Upper Tier REMIC Distribution Account in trust for the benefit of the Certificateholders.
The Master Servicer shall deliver to the Certificate Administrator each month on or before the P&I Advance Date therein, for deposit
in (x) the Lower-Tier REMIC Distribution Account, that portion of the Pooled Available Funds attributable to the Mortgage Loans (in each
case calculated without regard to clauses (a)(iii)(B), (a)(iv), (c) and (d) of the definition of “Pooled Available Funds”)
for the related Distribution Date, and (y) in the Trust Subordinate Companion Loan REMIC Distribution Account, the Park West Village Available
Funds attributable to the Trust Subordinate Companion Loan without regard to clauses (a)(iii)(B), (a)(iv), (c) and
(d) of the definition of the “Park West Village Available Funds”. For the avoidance of doubt, so long as Computershare
Trust Company, National Association is the Certificate Administrator, all funds held in the Distribution Account and the Interest Reserve
Account and shall remain uninvested. For the avoidance of doubt, so long as Computershare Trust Company, National Association is the Certificate
Administrator, all funds held in the Distribution Account and the Interest Reserve Account shall remain uninvested.


With respect to each Companion
Loan (excluding any Non-Serviced Companion Loan and the Trust Subordinate Companion Loan), the Companion Paying Agent shall establish
and maintain the Companion Distribution Account, which may be a subaccount of the Collection Account, for distributions to each Companion
Holder, to be held for the benefit of the related Companion Holder and shall, within two (2) Business Days following the Companion Paying
Agent’s receipt of properly identified and available funds (to the extent consistent with the related Intercreditor Agreement),
deposit in the Companion Distribution Account any and all amounts received by the Companion Paying Agent that are required by the terms
of this Agreement or the applicable Intercreditor Agreement to be deposited therein; provided, however, that the Companion
Paying Agent shall separately track for each Serviced Companion Loan all amounts deposited with respect to such Serviced Companion Loan.
The Master Servicer shall deliver to the Companion Paying Agent each month, on or before the P&I Advance Date therein, for deposit
in the Companion Distribution Account, an aggregate amount of immediately available funds, to the extent received with respect to the
related Serviced Whole Loan, to the extent of available funds, equal to the amount to be distributed to the related Companion Holder pursuant
to the terms of this Agreement and the related Intercreditor Agreement. Notwithstanding the preceding, the following provisions shall
apply to remittances relating to the




    	 	-201-	 



    


    

Serviced Companion Loans that have been deposited
into an Other Securitization: (1) on each Serviced Whole Loan Remittance Date, the Master Servicer shall withdraw from the Collection
Account (or applicable portion thereof) an aggregate amount equal to all payments and/or collections actually received on, and payable
to, such Serviced Companion Loans prior to such dates; provided, however, that in no event shall the Master Servicer be
required to transfer to the Companion Distribution Account any portion thereof that is payable or reimbursable to or at the direction
of any party to this Agreement under the other provisions of this Agreement and/or the related Intercreditor Agreement; (2) on each Serviced
Whole Loan Remittance Date, the Companion Paying Agent shall make the payments and remittance described in Section 4.01(n),
which payments and remittance shall be made, in each case, on the Serviced Whole Loan Remittance Date. With respect to any Serviced Whole
Loan, in the event the Master Servicer has received written notice that an Other Servicer or Other Trustee has made an advance of a monthly
debt service payment on a related Serviced Pari Passu Companion Loan and the Master Servicer subsequently has received late collections
in respect of such advanced payment, the Master Servicer shall remit to the applicable Other Servicer or Other Trustee, within two (2)
Business Day following receipt of such late collections in properly identified and available funds, the amount allocable to such Serviced
Pari Passu Companion Loan in accordance with the terms of this Agreement and the related Intercreditor Agreement.


The Lower-Tier REMIC
Distribution Account, the Upper-Tier REMIC Distribution Account, the Interest Reserve Account, the Trust Subordinate Companion Loan
REMIC Distribution Account and, if established, if established, the Gain-on-Sale Reserve Account and the Park West Village Gain-on-Sale
Reserve Account, may be subaccounts of a single Eligible Account, which shall be maintained as a segregated account separate from other
accounts.


In addition to the amounts
required to be deposited in the Lower-Tier REMIC Distribution Account or the Trust Subordinate Companion Loan REMIC Distribution Account
pursuant to this Section 3.04, the Master Servicer shall, as and when required hereunder, deliver to the Certificate Administrator
for deposit in the Lower-Tier REMIC Distribution Account or the Trust Subordinate Companion Loan REMIC Distribution Account, as applicable:


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


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


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




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


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


If, as of the close of business
(New York City time) on any P&I Advance Date or on such other date as any amount referred to in the foregoing clauses (i)
through (v), is required to be delivered hereunder, the Master Servicer shall not have delivered to the Certificate Administrator
for deposit in the Lower-Tier REMIC Distribution Account or the Trust Subordinate Companion Loan REMIC Distribution Account (in respect
of the Trust Subordinate Companion Loan), as applicable, the amounts required to be deposited therein pursuant to the provisions of this
Agreement (including any P&I Advance with respect to the Mortgage Loans, pursuant to Section 4.03(a) hereof), the Master
Servicer shall pay the Certificate Administrator interest on such late payment at the Prime Rate from and including the date such payment
was required to be made (without regard to any Grace Period set forth in Section 7.01(a)(i)) until (but not including) the
date such late payment is received by the Certificate Administrator.


The Certificate Administrator
shall, upon receipt, deposit in the Lower-Tier REMIC Distribution Account or the Trust Subordinate Companion Loan REMIC Distribution
Account (in respect of the Trust Subordinate Companion Loan) as applicable, any and all amounts received by the Certificate Administrator
that are required by the terms of this Agreement to be deposited therein.


Promptly on each Distribution
Date, the Certificate Administrator shall be deemed to withdraw (i) from the Lower-Tier REMIC Distribution Account and deposit
in the Upper-Tier REMIC Distribution Account an aggregate amount of immediately available funds equal to the Lower-Tier Distribution
Amount and the amount of any Prepayment Premiums and Yield Maintenance Charges for such Distribution Date allocated in payment of the
Lower-Tier Regular Interests as specified in Section 4.01(c) and Section 4.01(i), respectively and (ii) from the
Trust Subordinate Companion Loan REMIC Distribution Account and deposit in the Upper-Tier REMIC Distribution Account an aggregate amount
of immediately available funds equal to the Trust Subordinate Companion Loan REMIC Distribution Amount and the amount of any Prepayment
Premiums and Yield Maintenance Charges for such Distribution Date allocated in payment of the Trust Subordinate Companion Loan REMIC Regular
Interests as specified in Section 4.01(c) and Section 4.01(h) respectively.


Funds on deposit in the Interest
Reserve Account, the Upper-Tier REMIC Distribution Account, the Lower-Tier REMIC Distribution Account, the Trust Subordinate Companion
Loan REMIC Distribution Account or if established, the Gain-on-Sale Reserve Account and the Park West Village Gain-on-Sale Reserve Account,
shall not be invested for so long as Computershare Trust Company, National Association is the Certificate Administrator; provided,
however, that such funds may be invested and, if invested, shall be invested by, and at the risk of, the Certificate Administrator
(but only if the Certificate Administrator is not




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Computershare Trust Company, National Association)
in Permitted Investments selected by the party hereunder that maintains such account which shall mature, unless payable on demand, not
later than such time on the Distribution Date which will allow the Certificate Administrator to make withdrawals from the Distribution
Account, and any such Permitted Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Permitted
Investments to be administered by the Certificate Administrator, shall be made in the name of “Computershare Trust Company, National
Association, as Certificate Administrator, for the benefit of Wilmington Trust, National Association, as Trustee for the Holders of the
BBCMS Mortgage Trust 2022-C17, Commercial Mortgage Pass-Through Certificates, Series 2022-C17 as their interests may appear”,
or in the name of any successor trustee, as Trustee for the Holders of the BBCMS Mortgage Trust 2022-C17, Commercial Mortgage Pass-Through
Certificates, Series 2022-C17 as their interests may appear. None of the Trust, the Depositor, the Mortgagors, the Master Servicer or
the Special Servicer shall be liable for any loss incurred on such Permitted Investments.


An amount equal to all income
and gain realized from any such investment shall be paid to the Certificate Administrator as additional compensation and shall be subject
to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the
account of the Certificate Administrator which shall deposit the amount of such loss (to the extent not offset by income from other investments)
in the Distribution Accounts, as the case may be, out of its own funds immediately as realized. If the Certificate Administrator deposits
in or transfers to the Distribution Accounts, as the case may be, any amount not required to be deposited therein or transferred thereto,
it may at any time withdraw such amount or retransfer such amount from the Distribution Accounts, as the case may be, any provision herein
to the contrary notwithstanding.


On the Closing Date, the
Depositor shall deposit $300,000 with the Certificate Administrator, to be credited to the Legal Fee Reserve Account. Funds held in the
Legal Fee Reserve Account shall remain uninvested. Annually, on or about April 1st beginning 2023, upon receipt by the Certificate Administrator
from the Depositor of a legal invoice related to Commission compliance matters, the Certificate Administrator shall pay such legal invoice
from and solely to the extent of funds then on deposit in the Legal Fee Reserve Account. Any such instruction shall be sent by email to
cts.cmbs.bond.admin@wellsfargo.com, along with a copy of the invoice, and a subject line reference of “BBCMS 2022-C17 -
Legal Fee Reserve Account”. The Legal Fee Reserve Account will not be a part of the Trust Fund or any Trust REMIC. The Depositor
will be the beneficial owner of the Legal Fee Reserve Account for all federal income tax purposes, and shall be taxable on all income
earned therefrom.


Upon the depletion of the
Legal Fee Reserve Account, or if there are insufficient funds to pay any invoice, the Certificate Administrator shall notify the Depositor,
and thereafter the Depositor shall pay any additional legal invoices from its own funds and the Certificate Administrator shall have no
responsibility in connection therewith.


The Certificate Administrator
shall have no responsibility for verifying the accuracy, reasonableness, or appropriateness of any invoice received. On the final Distribution
Date, the Certificate Administrator shall pay to the Depositor any funds then remaining in the Legal Fee Reserve Account in accordance
with directions provided by the Depositor.




    	 	-204-	 



    


    

As of the Closing Date, the
Interest Reserve Account, the Upper-Tier REMIC Distribution Account, and the Lower-Tier REMIC Distribution Account and the Trust
Subordinate Companion Loan REMIC Distribution Account shall be located at the offices of the Certificate Administrator. The Certificate
Administrator shall give notice to the Trustee, the Master Servicer and the Depositor of the proposed location of the Interest Reserve
Account, the Upper-Tier REMIC Distribution Account, the Lower-Tier REMIC Distribution Account, the Trust Subordinate Companion
Loan REMIC Distribution Account and, if established, the Gain-on-Sale Reserve Account and the Park West Village Gain-on-Sale Reserve Account,
prior to any change thereof.


For the avoidance of doubt,
the Collection Account (other than the Companion Distribution Account, if it is a sub-account of the Collection Account), the Lower-Tier
REMIC Distribution Account, the Gain-on-Sale Reserve Account, the Park West Village Gain-on-Sale Reserve Account, any Servicing Account,
the REO Account and the Interest Reserve Account (including interest, if any, earned on the investment of funds in such accounts) will
be owned by the Lower-Tier REMIC; the Companion Distribution Account (including interest, if any, earned on the investment of funds
in such account) will be owned by the Companion Holders; the Park West Village Excess Collections Reserve Account will be owned by the
Park West Village Note B-B Subordinate Companion Loan Holder; the Threshold Event Cash Collateral Account will be owned by the Holder
of the Class PWV-RR Certificates or the Park West Village Note B-B Subordinate Companion Loan Holder, as applicable; and the Upper-Tier
REMIC Distribution Account (including interest, if any, earned on the investment of funds such account) will be owned by the Upper-Tier
REMIC; and the Trust Subordinate Companion Loan REMIC Distribution Account (including interest, if any, earned on the investment of funds
such account), the Park West Village Gain-on-Sale Reserve Account will be owned by the Trust Subordinate Companion Loan REMIC, each for
federal income tax purposes.


(c)              
[RESERVED].


(d)              
[RESERVED].


(e)              
The Certificate Administrator shall establish (upon notice from the Special Servicer of an event occurring that generates Gain-on-Sale
Proceeds) and maintain (i) the Gain-on-Sale Reserve Account for the benefit of the Pooled Certificateholders and (ii) the Park West Village
Gain-on-Sale Reserve Account for the benefit of the Loan-Specific Certificateholders. Each of the Gain-on-Sale Reserve Account and Park
West Village Gain-on-Sale Reserve Account shall be maintained as an Eligible Account (or as a subaccount of an Eligible Account), separate
and apart from trust funds for mortgage pass-through certificates of other series administered by the Certificate Administrator.


Upon the disposition of any
REO Property, in accordance with Section 3.09 or Section 3.16, the Special Servicer will calculate the Gain-on-Sale
Proceeds, if any, realized that are allocable to the Mortgage Loan in connection with such sale and remit such funds to the Master Servicer
(on the later of (x) the date that is on or prior to each Determination Date or (y) two (2) Business Days after such amounts are received
and properly identified and determined to be available) who shall then remit such funds to the Certificate Administrator, who shall deposit
such funds into the Gain-on-Sale Reserve Account. In the case of the Park West Village Whole




    	 	-205-	 



    


    

Loan, the Special Servicer will calculate the
Gain-on-Sale Proceeds, if any, realized that are allocable to the Trust Subordinate Companion Loan in accordance with the terms of the
related Intercreditor Agreement, in connection with such sale and remit the Park West Village Gain-on-Sale Proceeds to the Master Servicer,
who shall remit such funds to the Certificate Administrator for deposit into the Park West Village Gain-on-Sale Reserve Account. Any gain
on such disposition that is allocable to any related Companion Loan in accordance with the terms of the related Intercreditor Agreement
shall be remitted by the Special Servicer to the Companion Paying Agent for deposit into the Companion Distribution Account.


(f)               
Any Non-Serviced Gain-on-Sale Proceeds received with respect to any Non-Serviced Mortgage Loan pursuant to the related Non-Serviced
PSA shall be remitted to the Certificate Administrator for deposit into the Gain-on-Sale Reserve Account.


(g)              
[RESERVED].


(h)              
[RESERVED].


(i)                
If any Loss of Value Payments are received in connection with a Material Defect pursuant to or as contemplated by Section 3.05(g)
of this Agreement, the Special Servicer shall establish and maintain one or more accounts (collectively, the “Loss of Value Reserve
Fund”) to be held for the benefit of the Certificateholders, for purposes of holding such Loss of Value Payments. Each account
that constitutes the Loss of Value Reserve Fund shall be an Eligible Account or a sub-account of an Eligible Account. The Special Servicer
shall, within two (2) Business Days of receipt of properly identified and available Loss of Value Payments, deposit in the Loss of Value
Reserve Fund all Loss of Value Payments received by it. The Certificate Administrator shall, based upon information obtained from the
CREFC® reports delivered by the Master Servicer pursuant to the terms hereof, account for the Loss of Value Reserve Fund
as an “outside reserve fund” within the meaning of Treasury Regulations Section 1.860G-2(h) and not an asset of any Trust
REMIC. Furthermore, for all federal tax purposes, the Certificate Administrator shall (i) treat amounts paid out of the Loss of Value
Reserve Fund through the Collection Account to the Certificateholders as contributed to and distributed by the Trust REMICs and (ii) treat
any amounts paid out of the Loss of Value Reserve Fund through the Collection Account to a Mortgage Loan Seller as distributions by the
Trust to such Mortgage Loan Seller as beneficial owner of the Loss of Value Reserve Fund. The applicable Mortgage Loan Seller will be
the beneficial owner of the Loss of Value Reserve Fund for all federal income tax purposes, and shall be taxable on all income earned
thereon.


(j)                
The Certificate Administrator shall establish and maintain the Trust Subordinate Companion Loan REMIC Distribution Account, in
its own name on behalf of the Trustee, in trust for the benefit of the Holders of the Loan-Specific Certificates, which shall be assets
of the Trust and the Trust Subordinate Companion Loan REMIC, but shall not be assets of any other Trust REMICs. The Trust Subordinate
Companion Loan REMIC Distribution Account shall be established and maintained as an Eligible Account or a subaccount of an Eligible Account.
The Certificate Administrator shall make or be deemed to have made deposits in and withdrawals from the Trust Subordinate Companion Loan
REMIC Distribution Account in accordance with Section 3.05 and Article IV of this Agreement.




    	 	-206-	 



    


    

(k)              
 In the event that a Park West Village Controlling Noteholder or Class PWV-RR Certificateholder delivers Threshold Event Collateral
in the form of cash collateral pursuant to Section 4.05(b), the Master Servicer shall establish a segregated non-interest
bearing trust account (the “Threshold Event Cash Collateral Account”), and funds therein shall be applied in accordance
with the related Intercreditor Agreement and this Agreement.


(l)                
In the event that funds constituting “Park West Village Excess Collections” (as defined in the Park West Village Intercreditor
Agreement) are received as a result of a workout pursuant to the Park West Village Intercreditor Agreement and this Agreement, the Master
Servicer shall establish a segregated non-interest bearing trust account, which shall be an Eligible Account (the “Park West
Village Excess Collections Reserve Account”), and funds therein will be applied in accordance the related Intercreditor Agreement
and Section 3.37 hereof.


Section 3.05       
Permitted Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution Account. (a)  The
Master Servicer may, from time to time, make withdrawals from the Collection Account (or the applicable subaccount of the Collection Account)
for any of the following purposes (the following not being an order of priority and without duplication of the same payment or reimbursement):


(i)                 
(A) no later than 4:00 p.m., New York City time, on or before each P&I Advance Date, to remit to the Certificate Administrator
for deposit in the Lower-Tier REMIC Distribution Account (or the Trust Subordinate Companion Loan REMIC Distribution Account in respect
of the Trust Subordinate Companion Loan) the amounts required to be remitted by the Master Servicer pursuant to the first paragraph of
Section 3.04(b) or that may be applied to make P&I Advances pursuant to Section 4.03(a); and (B) pursuant
to the second paragraph of Section 3.04(b), to remit to the Companion Paying Agent for deposit in the Companion Distribution
Account the amounts required to be so deposited with respect to the Companion Loans (other than the Trust Subordinate Companion Loan);


(ii)              
(A) to pay itself (or, with respect to any Transferable Servicing Interest, to pay KeyBank National Association if KeyBank
National Association is no longer the Master Servicer, any such interest pursuant to Section 3.11(a)) unpaid Servicing Fees in
respect of each Mortgage Loan, Companion Loan, Specially Serviced Loan, and REO Loan, as applicable, the Master Servicer’s rights
to payment of Servicing Fees pursuant to this clause (ii)(A) with respect to any Mortgage Loan, related Serviced Companion
Loan, Specially Serviced Loan or REO Loan, as applicable, being limited to amounts received on or in respect of such Mortgage Loan or
related Serviced Companion Loan (whether in the form of payments, Liquidation Proceeds or Insurance and Condemnation Proceeds) or such
REO Loan (whether in the form of REO Revenues, Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery
of interest thereon, (B) to pay the Special Servicer any unpaid Special Servicing Fees, Liquidation Fees and Workout Fees in respect
of each Specially Serviced Loan or REO Loan or Corrected Loan, as applicable, and any expense incurred by the Special Servicer in connection
with performing any inspections pursuant to Section 3.12(a), remaining unpaid first, out of related REO Revenues, Liquidation
Proceeds, Insurance and




    	 	-207-	 



    


    

Condemnation Proceeds and collections
in respect of the related Specially Serviced Loan (provided that, in the case of such payment relating to a Serviced Whole Loan,
such payment shall be made, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu
Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion
Loan, in accordance with their respective Stated Principal Balances, or (ii) with respect to a Serviced AB Whole Loan, first,
from the related AB Subordinate Companion Loan, as applicable (in the case of the Park West Village Whole Loan, first from Park
West Village Note B-B, second, from the related Trust Subordinate Companion Loan), and then, pro rata and pari
passu, from the related Serviced Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) (if any), in accordance with
the respective Stated Principal Balances of the related Serviced Mortgage Loan and Serviced Pari Passu Companion Loan(s)) and then
out of general collections on the Mortgage Loans and REO Properties, (C) to pay the Operating Advisor any unpaid Operating Advisor
Fees or Operating Advisor Consulting Fees in respect of each Mortgage Loan, Specially Serviced Loan or REO Loan (in each case, other than
any related Companion Loan), as applicable, the Operating Advisor’s right to payment of the Operating Advisor Fee or Operating Advisor
Consulting Fee pursuant to this clause (ii)(C) with respect to any Mortgage Loan, Specially Serviced Loan or REO Loan (in
each case, other than any related Companion Loan), as applicable, being limited to amounts received on or in respect of such Mortgage
Loan (whether in the form of payments, P&I Advances (solely with respect to the Operating Advisor Fee), Liquidation Proceeds or Insurance
and Condemnation Proceeds), Specially Serviced Loan or REO Loan (whether in the form of REO Revenues, Liquidation Proceeds or Insurance
and Condemnation Proceeds), that are allocable as recovery of interest thereon, and (D) to pay the Asset Representations Reviewer
(1) any unpaid Asset Representations Reviewer Fee in respect of each Mortgage Loan, Specially Serviced Loan or REO Loan (in each case,
other than (i) any related Companion Loan and (ii) any Non-Serviced Mortgage Loan), as applicable, the Asset Representations
Reviewer’s right to payment of the Asset Representations Reviewer Fee pursuant to this clause (ii)(D)(1) with respect
to any Mortgage Loan, Specially Serviced Loan or REO Loan (in each case, other than (i) any related Companion Loan and (ii) any
Non-Serviced Mortgage Loan), as applicable, being limited to amounts received on or in respect of such Mortgage Loan (whether in the form
of payments, P&I Advances, Liquidation Proceeds or Insurance and Condemnation Proceeds), Specially Serviced Loan or REO Loan (whether
in the form of REO Revenues, Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery of interest
thereon, or (2) (to the extent such fee is payable as a Trust Fund expense) any unpaid Asset Representations Reviewer Asset Review Fee
payable in connection with any Asset Review that was performed as a result of an Affirmative Asset Review Vote;


(iii)               
to reimburse the Trustee and itself, as applicable (in that order), for unreimbursed P&I Advances, the Master Servicer’s
or the Trustee’s right to reimbursement pursuant to this clause (iii) being limited to amounts received which represent
Late Collections of interest (net of the related Servicing Fee) on and principal of the particular Mortgage Loans and REO Loans with respect
to which P&I Advances were made; provided that with respect to each Serviced Whole Loan, reimbursement of




    	 	-208-	 



    


    

P&I Advances shall be made only from
amounts collected with respect to the related Serviced Mortgage Loan and not from any amounts collected with respect to any related Serviced
Companion Loan (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify
the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated
to the related Serviced Mortgage Loan and AB Subordinate Companion Loan) prior to reimbursement from other funds unrelated to such Serviced
Whole Loan on deposit in the Collection Account; provided, further, that if such P&I Advance with respect to a Mortgage
Loan becomes a Workout-Delayed Reimbursement Amount, then the maker of such P&I Advance shall additionally, but without duplication,
thereafter be entitled to reimbursement for such P&I Advance from the portion of general collections and recoveries on or in respect
of the Mortgage Loans and REO Properties on deposit in the Collection Account from time to time that represent collections or recoveries
of principal to the extent provided in clause (v) below; and provided, further, that if such Advance becomes
a Nonrecoverable Advance, then such Advance shall be reimbursable pursuant to clause (v) below;


(iv)               
to reimburse the Trustee, the Special Servicer and itself, as applicable (in that order), for unreimbursed Servicing Advances,
the Master Servicer’s, the Special Servicer’s or the Trustee’s respective rights to receive payment pursuant to this
clause (iv) with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or any related Companion Loan
or any REO Property being limited to, as applicable, related payments, Liquidation Proceeds, Insurance and Condemnation Proceeds and REO
Revenues (provided that, in the case of such reimbursement relating to a Serviced Whole Loan, such reimbursements shall be made,
subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata
and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) in accordance with
their respective Stated Principal Balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate
Companion Loan (in the case of the Park West Village Whole Loan, first from Park West Village Note B-B, second, from the
related Trust Subordinate Companion Loan) and then, pro rata and pari passu, from the related Serviced Mortgage Loan
and the related Serviced Pari Passu Companion Loan(s) (if any), in accordance with the respective Stated Principal Balances of the related
Serviced Mortgage Loan and Serviced Pari Passu Companion Loan(s) (provided that, with respect to any Serviced AB Subordinate Companion
Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts
collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan and Serviced AB Subordinate Companion
Loan)), prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account related to
any Mortgage Loan; provided, however, that if such Servicing Advance becomes a Workout-Delayed Reimbursement Amount,
then the maker of such Servicing Advance shall additionally, but without duplication, thereafter be entitled to reimbursement for such
Servicing Advance from the portion of general collections and recoveries on or in respect of the Mortgage Loans and REO Properties on
deposit in the Collection Account from time to time that represent collections or recoveries of principal to the extent provided in clause (v)
below; provided, further, that if such Advance




    	 	-209-	 



    


    

becomes a Nonrecoverable Advance, then
such Advance shall be reimbursable pursuant to clause (v) below;


(v)              
to reimburse the Trustee, the Special Servicer and itself, as applicable (in that order) (1) for Nonrecoverable Advances first,
out of REO Revenues, Liquidation Proceeds and Insurance and Condemnation Proceeds, if any, received on the related Mortgage Loan and any
related Companion Loan (with respect to such Companion Loan (excluding the Trust Subordinate Companion Loan), only for Nonrecoverable
Servicing Advances made with respect thereto), then, out of the principal portion of general collections on the Mortgage Loans
and REO Properties, then, to the extent the principal portion of general collections is insufficient and with respect to such excess
only, subject to any exercise of the sole option to defer reimbursement thereof pursuant to Section 3.17(c), out of general
collections on the Mortgage Loans and REO Properties, (2) for Workout-Delayed Reimbursement Amounts, out of the principal portion
of the general collections on the Mortgage Loans and REO Properties net of such amounts being reimbursed pursuant to (1) above; provided
that, in case of such reimbursement of a Nonrecoverable Servicing Advance relating to a Serviced Whole Loan, such reimbursement shall
be made, subject to the terms of the related Intercreditor Agreement with respect to a Serviced Whole Loan, first, from any related
AB Subordinate Companion Loan (if any), in order of relative priority, and then, pro rata and pari passu, from the
related Mortgage Loan and any related Serviced Pari Passu Companion Loan in accordance with their respective outstanding principal balances
and provided, further, that, in case of such reimbursement with respect to Nonrecoverable Servicing Advances relating to
a Serviced Whole Loan, such reimbursement shall be made as described above in this clause (v)(1) and (v)(2), from funds related to
such Serviced Whole Loan (and, in the case of the Park West Village Whole Loan to the extent described above, from funds related to the
Trust Subordinate Companion Loan) prior to reimbursement from other funds unrelated to such Serviced Whole Loan (and, in the case of the
Park West Village Whole Loan, from funds related to the Trust Subordinate Companion Loan) on deposit in the Collection Account; provided,
further, that (A) with respect to a Serviced Mortgage Loan (other than the Park West Village Mortgage Loan), reimbursement
of Nonrecoverable P&I Advances from funds collected from the related Serviced Whole Loan shall be made only from amounts collected
with respect to such Serviced Mortgage Loan (and not from any amounts collected with respect to the related Serviced Companion Loan),
in accordance with the terms of the related Intercreditor Agreement (B) with respect to reimbursement of Nonrecoverable P&I Advances
related to the Park West Village Mortgage Loan, such reimbursement shall be made first, from amounts collected with respect to
the related Trust Subordinate Companion Loan, then, from amounts collected on such Park West Village Mortgage Loan, and then,
from general collections on the Mortgage Loans and REO Properties as described in clause (1) above, and (C) with respect to reimbursement
of Nonrecoverable P&I Advances related to the Trust Subordinate Companion Loan, such reimbursement shall be made first, out
of general collections on the Trust Subordinate Companion Loan, and then, from amounts collected on the related Park West Village
Mortgage Loan (but, for the avoidance of doubt, not from general collections on the Mortgage Loans or REO Properties) (provided
that, with respect to any AB Subordinate Companion Loan, the foregoing with respect to Nonrecoverable Servicing Advances and Nonrecoverable
P&I Advances shall not limit or




    	 	-210-	 



    


    

otherwise modify the terms of the related
Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan, are allocated to the related Serviced
Mortgage Loan and Serviced AB Subordinate Companion Loan, prior to reimbursement from other funds unrelated to such Serviced Whole Loan
on deposit in the Collection Account related to any Mortgage Loan) or (3) to pay itself, with respect to any Mortgage Loan, any related
Companion Loan, if applicable, or REO Property any related earned Servicing Fee that remained unpaid in accordance with clause (ii)
above following a Final Recovery Determination made with respect to such Mortgage Loan or REO Property and the deposit into the Collection
Account of all amounts received in connection therewith;


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


(vii)              
to reimburse itself, the Special Servicer, the Asset Representations Reviewer or the Trustee, as the case may be, for any unreimbursed
expenses reasonably incurred by such Person in respect of any Material Defect giving rise to a repurchase or substitution obligation of the
applicable Mortgage Loan Seller or any other obligation of the Mortgage Loan Seller under Section 5 of the applicable Mortgage Loan Purchase
Agreement, including, without limitation, any expenses arising out of the performance of




    	 	-211-	 



    


    

its duties under Section 2.02
and/or Section 2.03 of this Agreement or out of the enforcement of the repurchase or substitution obligation or any other
obligation of the Mortgage Loan Seller, each such Person’s right to reimbursement pursuant to this clause (vii) with
respect to any Mortgage Loan or Trust Subordinate Companion Loan, as applicable, being limited to that portion of the Purchase Price,
the Loss of Value Payment or Substitution Shortfall Amount paid with respect to such Mortgage Loan, that represents such expense in accordance
with clause (iv) of the definition of Purchase Price;


(viii)               
in accordance with Section 2.03(f), to reimburse itself or the Special Servicer, as the case may be, first,
out of Liquidation Proceeds, Insurance and Condemnation Proceeds, if any, with respect to the related Mortgage Loan, Trust Subordinate
Companion Loan or REO Loan, and then out of general collections on the Mortgage Loans, Trust Subordinate Companion Loan and REO
Properties, for any unreimbursed expense reasonably incurred by such Person in connection with the performance of its duties under Section 2.02
and/or Section 2.03 of this Agreement or in connection with the enforcement of the applicable Mortgage Loan Seller’s
obligations under Section 5 of the applicable Mortgage Loan Purchase Agreement, but only to the extent that such expenses are not
reimbursable pursuant to clause (vii) above or otherwise; provided that, in case of such reimbursement out of Liquidation
Proceeds, and Insurance and Condemnation Proceeds described above relating to a Serviced Whole Loan, such reimbursement shall be made,
subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata
and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) in accordance with
their respective Stated Principal Balances or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate
Companion Loan (in the case of the Park West Village Whole Loan, first from Park West Village Note B-B, second, from the
related Trust Subordinate Companion Loan), and then, pro rata and pari passu, from the related Serviced Mortgage
Loan and the related Serviced Pari Passu Companion Loan(s) (if any), in accordance with the respective Stated Principal Balances of the
related Serviced Mortgage Loan and Serviced Pari Passu Companion Loan(s) (provided that, with respect to any AB Subordinate Companion
Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts
collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan),
in each case, prior to being payable out of general collections with respect to the Mortgage Loans;


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




    	 	-212-	 



    


    

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


(x)              
to pay itself, as additional servicing compensation in accordance with Section 3.11(a), (a) (1) interest
and investment income earned in respect of amounts relating to the Trust Fund held in the Collection Account and the Companion Distribution
Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect to the Collection
Account and the Companion Distribution Account for the period from and including the prior Distribution Date to and including the P&I
Advance Date related to such Distribution Date), (2) Penalty Charges (other than Penalty Charges collected while the related Mortgage
Loan and any related Serviced Companion Loan is a Specially Serviced Loan), but only to the extent collected from the related Mortgagor
and to the extent that all amounts then due and payable with respect to the related Mortgage Loan and any related Serviced Companion Loan
have been paid and such Penalty Charges are not needed to pay interest on Advances or costs and expenses incurred by the Trust (other
than Special Servicing Fees, Liquidation Fees and Workout Fees) in accordance with Section 3.11(d) and (3) the difference, if positive,
between Prepayment Interest Excess and Prepayment Interest Shortfalls collected on the Mortgage Loans (other than the Non-Serviced Mortgage
Loans) and any Serviced Companion Loan, during the related Collection Period to the extent not required to be paid as Compensating Interest
Payments; and (b) to pay the Special Servicer, as additional servicing compensation in accordance with Section 3.11(c), Penalty
Charges collected on Specially Serviced Loans (but only to the extent collected from the related Mortgagor and to the extent that all
amounts then due and payable with respect to the related Specially Serviced Loan have been paid and such Penalty Charges are not needed
to pay interest on Advances or costs and expenses incurred by the Trust (other than Special Servicing Fees, Liquidation Fees and Workout
Fees) in accordance with Section 3.11(d));


(xi)               
to recoup any amounts deposited in the Collection Account in error;


(xii)             
to pay itself, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer or any of their respective
directors, officers, members, managers, employees and agents, or CREFC®, as the case may be, out of general collections,
any amounts payable to any such Person pursuant to Section 3.11(g), Section 3.18(i), Section 6.04(a)
or Section 6.04(b); provided that, in case of such reimbursement (other than a reimbursement of any amounts payable
to CREFC®) relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the




    	 	-213-	 



    


    

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


(xiii)               
to pay for (a) the cost of the Opinions of Counsel contemplated by Sections  3.09(b), 3.14(a), 3.15(b),
Section 3.18(b)(b), 3.18(c), 3.18(g) and 10.01(f) to the extent payable out of the Trust Fund, (b) the
cost of any Opinion of Counsel contemplated by Sections  13.01(a) or Section 13.01(c) in connection with an amendment
to this Agreement requested by the Trustee or the Master Servicer, which amendment is in furtherance of the rights and interests of Certificateholders
and (c) the cost of obtaining the REO Extension contemplated by Section 3.14(a); provided that, in case of such
reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement
(i) with respect to the related Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced
Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) in accordance with their respective Stated Principal Balances or (ii) with
respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan (if any) (in the case of the Park West
Village Whole Loan, first from Park West Village Note B-B, second, from the related Trust Subordinate Companion Loan), and
then, pro rata and pari passu, from the related Serviced Mortgage Loan and the related Serviced Pari Passu Companion
Loan(s) (if any), in accordance with the respective Stated Principal Balances of the related Serviced Mortgage Loan and Serviced Pari
Passu Companion Loan(s) (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise
modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan
are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan), in each case, prior to being payable out of general
collections with respect to the Mortgage Loans;


(xiv)               
to pay out of general collections on the Mortgage Loans and the REO Properties any and all federal, state and local taxes imposed
on any Trust REMIC, or any of their assets or transactions, together with all incidental costs and expenses, to the extent that none of
the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee is liable therefor pursuant to Section 10.01(g);




    	 	-214-	 



    


    

(xv)                     
 to reimburse the Certificate Administrator out of general collections on the Mortgage Loans, the Trust Subordinate Companion Loan
and REO Properties for expenses incurred by and reimbursable to it by the Trust pursuant to Section 10.01(c);


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


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


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


(xix)                      
[Reserved];


(xx)                            to remit to the Companion Paying Agent for deposit into the Companion Distribution Account the amounts required to be deposited
pursuant to Section 3.04(b) without duplication of amounts remitted to the Companion Paying Agent pursuant to clause (i)
above;


(xxi)                    
to clear and terminate the Collection Account at the termination of this Agreement pursuant to Section 9.01; and


(xxii)                     to pay for any expenditures to be borne by the Trust pursuant to the third paragraph of Section 3.03(c).


The Master Servicer shall
also be entitled to make withdrawals from time to time, from the Collection Account of amounts necessary for the payments or reimbursement
of amounts required to be paid to the applicable Non-Serviced Master Servicer, the applicable Non-Serviced Special Servicer, the
applicable Non-Serviced Trustee, the applicable Non-Serviced Certificate Administrator or any other applicable party to the applicable
Non-Serviced PSA by the holder of a Non-Serviced Mortgage Loan pursuant to the applicable Non-Serviced Intercreditor Agreement
and the applicable Non-Serviced PSA.


The Master Servicer shall
keep and maintain separate accounting records, on a loan-by-loan and property by property basis when appropriate, for the purpose
of justifying any withdrawal from the Collection Account.




    	 	-215-	 



    


    


The Master Servicer shall
pay to the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer from
the Collection Account amounts permitted to be paid to it therefrom monthly upon receipt of a written statement from an officer of such
party describing the item and amount to which such party is entitled. The Master Servicer may rely conclusively on any such statement
and shall have no duty to re-calculate the amounts stated therein. The Special Servicer shall keep and maintain separate accounting
for each Specially Serviced Loan and REO Loan, on a loan-by-loan basis and, when appropriate, on a property-by-property
basis, for the purpose of justifying any request for withdrawal from the Collection Account. Notwithstanding the above, no written statement
is required for a payment of Special Servicing Fees arising from collections other than the initial collection on a Corrected Loan.


Notwithstanding anything
to the contrary in this Section 3.05 or elsewhere in this Agreement, no amounts payable or reimbursable to the Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer out of general
collections that do not specifically relate to a Serviced Whole Loan may be reimbursable from amounts that would otherwise be payable
to the related Companion Loan(s), as applicable, except as specifically described in this Agreement with respect to the Trust Subordinate
Companion Loan in the case of expenses not allocated to any particular Mortgage Loan.


(b)                               The
Certificate Administrator may, from time to time, make withdrawals from the Lower-Tier REMIC Distribution Account for any of the
following purposes (the following not being an order of priority):


(i)                                   to be deemed to make deposits of the Lower-Tier Distribution Amount pursuant to Section 4.01(c) and the amount
of any Prepayment Premiums and Yield Maintenance Charges distributable pursuant to Section 4.01(i) in the Upper-Tier REMIC
Distribution Account, and to make distributions on the Class R Certificates in respect of the Class LR Interest pursuant to
Section 4.01(c);


(ii)                                to
pay to the Trustee and the Certificate Administrator or any of their directors, officers, employees and agents, as the case may be, any
amounts payable or reimbursable to any such Person with respect to the Mortgage Loans pursuant to Section 8.05(b);


(iii)                             to
pay the Certificate Administrator and the Trustee, the Certificate Administrator Fee and the Trustee Fee, as applicable, as contemplated
by Section 8.05(a) hereof with respect to the Mortgage Loans;


(iv)                            to
pay for the cost (without duplication) of the Opinions of Counsel sought by (A) the Trustee or the Certificate Administrator as
provided in clause (vi) of the definition of “Disqualified Organization,” (B) the Trustee, the Certificate
Administrator, the Master Servicer or the Special Servicer as contemplated by Section 3.18(c), (C) the Trustee or
the Certificate Administrator as contemplated by Section 5.08(c) or Section 8.02(ii) to the extent payable
out of the Trust Fund, (D) the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer as contemplated
by




    	 	-216-	 



    


    

Section 10.01(f) or Section 10.01(l)
to the extent payable out of the Trust Fund, or (E) the Trustee, the Certificate Administrator, the Master Servicer or the Special
Servicer as contemplated by Section 13.01(a) or Section 13.01(c) in connection with any amendment to this Agreement
requested by the Trustee or the Certificate Administrator, which amendment is in furtherance of the rights and interests of Certificateholders,
in each case, to the extent not paid pursuant to Section 13.01(g);


(v)                               to
pay any and all federal, state and local taxes imposed on the Lower-Tier REMIC or the Upper-Tier REMIC or on the assets or transactions
of any such REMIC, together with all incidental costs and expenses, to the extent none of the Trustee, the Certificate Administrator,
the REMIC Administrator, the Master Servicer or the Special Servicer is liable therefor pursuant to Section 10.01(g);


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


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


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


(c)                               [Reserved].


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


(i)                                   to
make distributions to the Holders of the Regular Certificates (and to the Holders of the Class R Certificates in respect of the
Class UR Interest) on each Distribution Date pursuant to Section 4.01 or Section 9.01, as applicable; and


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


(e)                               [Reserved].


(f)                                  Notwithstanding
anything herein to the contrary, with respect to any Mortgage Loan, (i) if amounts on deposit in the Collection Account and the
Lower-Tier REMIC Distribution Account are not sufficient to pay the full amount of the Servicing Fee listed in Section 3.05(a)(ii),
the Operating Advisor Fee listed in Section 3.05(a)(ii) and the Certificate Administrator Fee listed in Section 3.05(b)(ii)
and (b)(iii), then the Certificate Administrator Fee shall be paid in full prior to the payment of any Servicing Fees payable
under Section 3.05(a)(ii) and then, after payment of Servicing Fees, the Operating Advisor Fees payable under Section 3.05(a)(ii)
and in the event that amounts on deposit in the Collection Account and the Lower-Tier REMIC Distribution Account are not sufficient
to pay the full amount of such Certificate Administrator Fee, the Certificate Administrator shall be paid based on the amount of such
fees and (ii) if amounts on deposit in the Collection Account are not sufficient to reimburse




    	 	-217-	 



    


    

the full amount of Advances and interest thereon
listed in Sections  3.05(a)(iii), (a) (iv), (a)(v) and (a)(vi), then reimbursements shall be paid first
to the Certificate Administrator and to the Trustee, pro rata, second to the Special Servicer, third to the Master
Servicer and then to the Operating Advisor.


(g)                               If
any Loss of Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan, the Trust Subordinate
Companion Loan or any related Serviced REO Property, then the Special Servicer shall promptly upon written direction from the Master
Servicer (provided that, (1) with respect to clause (iv) below, the Special Servicer shall have provided notice
to the Master Servicer of the occurrence of such Liquidation Event and (2) with respect to clause (v) below, the Certificate
Administrator shall have provided the Master Servicer and the Special Servicer with five (5) Business Days’ prior notice of such
final Distribution Date) transfer such Loss of Value Payments (up to the remaining portion thereof) from the Loss of Value Reserve Fund
to the Master Servicer for deposit into the Collection Account for the following purposes:


(i)                                   to
reimburse the Master Servicer, the Special Servicer or the Trustee, in accordance with Section 3.05(a) of this Agreement,
for any Nonrecoverable Advance made by such party with respect to such Mortgage Loan, Trust Subordinate Companion Loan or any related
Serviced REO Property (together with any interest on such Advances);


(ii)                                to
pay, in accordance with Section 3.05(a) of this Agreement, or to reimburse the Trust for the prior payment of, any expense
or Liquidation Fee relating to such Mortgage Loan, Trust Subordinate Companion Loan or any related Serviced REO Property that constitutes
or, if not paid out of such Loss of Value Payments, would constitute an additional expense of the Trust;


(iii)                             to
offset any portion of Realized Losses that are attributable to such Mortgage Loan, Trust Subordinate Companion Loan or related REO Property,
as the case may be (as calculated without regard to the application of such Loss of Value Payments), incurred with respect to such Mortgage
Loan or any related successor REO Loan;


(iv)                            following
the occurrence of a Liquidation Event with respect to such Mortgage Loan, Trust Subordinate Companion Loan or any related Serviced REO
Property and any related transfers from the Loss of Value Reserve Fund with respect to the items contemplated by the immediately preceding
clauses  (i)- (iii) as to such Mortgage Loan, Trust Subordinate Companion Loan or Serviced REO Property, to cover the items
contemplated by the immediately preceding clauses  (i)- (iii) in respect of any other Mortgage Loan, Trust Subordinate
Companion Loan or Serviced REO Loan; and


(v)                               On
the final Distribution Date after all distributions have been made as set forth in clauses  (i) through (iv) above,
to each Mortgage Loan Seller, its pro rata share, based on the amount that it contributed, net of any amount contributed by such
Mortgage Loan Seller that was used pursuant to clauses  (i)- (iii) to offset any portion of Realized Losses that are attributable
to such Mortgage Loan, Trust Subordinate Companion Loan or related REO Property, as the case may be, additional Trust Fund expenses or
any




    	 	-218-	 



    


    

Nonrecoverable Advances incurred with
respect to the Mortgage Loan, Trust Subordinate Companion Loan related to such contribution.


(h)                               Any
Loss of Value Payments transferred to the Collection Account pursuant to clauses (g)(i)-(g)(iii) of the prior paragraph
shall be treated as Liquidation Proceeds received by the Trust in respect of the related Mortgage Loan or Trust Subordinate Companion
Loan, as applicable, or any successor REO Loan with respect thereto for which such Loss of Value Payments were received; and any Loss
of Value Payments transferred to the Collection Account pursuant to clause (g)(iv) of the prior paragraph shall be treated
as Liquidation Proceeds received by the Trust in respect of the related Mortgage Loan or Trust Subordinate Companion Loan or REO Loan
for which such Loss of Value Payments are being transferred to the Collection Account to cover an item contemplated by clauses (g)(i)-(g)(iv)
of the prior paragraph.


(i)                                   The
Companion Paying Agent may, from time to time, make withdrawals from the Companion Distribution Account to make distributions pursuant
to Section 4.01(k).


(j)                                   The
Certificate Administrator may, from time to time, make withdrawals from the Trust Subordinate Companion Loan REMIC Distribution Account
for any of the following purposes (the following not being an order of priority):


(i)                                   to
be deemed to make deposits of the Trust Subordinate Companion Loan REMIC Distribution Amount pursuant to Section 4.01(c)
and the amount of any Prepayment Premiums and Yield Maintenance Charges distributable pursuant to Section 4.01(f) in the Upper-Tier
REMIC Distribution Account for distribution to Holders of the Loan-Specific Certificates, and to make distributions on the Class R
Certificates in respect of the Class PWV-R Interest pursuant to Section 4.01(c);


(ii)                                to
pay to the Trustee and the Certificate Administrator or any of their directors, officers, employees and agents, as the case may be, any
amounts payable or reimbursable to any such Person with respect to the Trust Subordinate Companion Loan pursuant to Section 8.05(b);


(iii)                             to
pay the Certificate Administrator and the Trustee, the Certificate Administrator Fee and the Trustee Fee, as applicable, as contemplated
by Section 8.05(a) hereof with respect to the Trust Subordinate Companion Loan;


(iv)                            to
pay for the cost (without duplication) of the Opinions of Counsel sought by (A) the Trustee or the Certificate Administrator as
provided in clause (vi) of the definition of “Disqualified Organization,” (B) the Trustee, the Certificate
Administrator, the Master Servicer or the Special Servicer as contemplated by Section 3.18(c), (C) the Trustee or
the Certificate Administrator as contemplated by Section 5.08(c) or Section 8.02(ii) to the extent payable
out of the Trust Fund, (D) the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer as contemplated
by Section 10.01(f) or Section 10.01(l) to the extent payable out of the Trust Fund, or (E) the Trustee,
the Certificate Administrator, the Master Servicer or the Special Servicer as contemplated by Section 13.01(a) or Section 13.01(c)
in connection with any amendment




    	 	-219-	 



    


    

to this Agreement requested by the Trustee
or the Certificate Administrator, which amendment is in furtherance of the rights and interests of Holders of Loan-Specific Certificates,
in each case, to the extent not paid pursuant to Section 13.01(g);


(v)                               to
pay any and all federal, state and local taxes imposed on the Trust Subordinate Companion Loan REMIC or on the assets or transactions
of any such REMIC, together with all incidental costs and expenses, to the extent none of the Trustee, the Certificate Administrator,
the REMIC Administrator, the Master Servicer or the Special Servicer is liable therefor pursuant to Section 10.01(g) with
respect to such Trust Subordinate Companion Loan REMIC;


(vi)                            to
pay the REMIC Administrator any amounts reimbursable to it pursuant to Section 10.01(c) with respect to the Trust Subordinate
Companion Loan REMIC;


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


(viii)                      to
clear and terminate the Trust Subordinate Companion Loan REMIC Distribution Account at the termination of this Agreement pursuant to
Section 9.01; and


(ix)                              consistent
with the above, with respect to the Park West Village Whole Loan, subject to Section 3.05(a)(i), any withdrawals permitted pursuant
to this Section 3.05(a)(i), shall be paid or reimbursed (a) first, from amounts on deposit allocated to the related Trust
Subordinate Companion Loan and then, from amounts on deposit allocated to the related Mortgage Loan and (b) then from general
collections in respect of all other Mortgage Loans.


(k)                                Neither
the Master Servicer nor the Trustee shall be entitled to recover (x) any Workout-Delayed Reimbursement Amounts in respect of a Mortgage
Loan (other than the Park West Village Mortgage Loan) from any collections on the Park West Village Whole Loan allocable to the Trust
Subordinate Companion Loan or (y) any Workout-Delayed Reimbursement Amounts in respect of the Trust Subordinate Companion Loan from any
collections on or allocable to the Mortgage Loans (other than the Park West Village Mortgage Loan).


Section 3.06                   Investment
of Funds in the Collection Account, the REO Account and the Loss of Value Reserve Fund. (a)  The Master Servicer may
direct any depository institution maintaining the Collection Account, the Companion Distribution Account, or any Servicing Account (for
purposes of this Section 3.06, an “Investment Account”), the Special Servicer may direct any depository
institution maintaining the REO Account or Loss of Value Reserve Fund (also for purposes of this Section 3.06, an “Investment
Account”) to invest or if it is such depository institution, may itself invest, the funds held therein, only in one or more
Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business
Day immediately preceding the next succeeding date on which funds are required to be withdrawn from such account pursuant to this Agreement,
if a Person other than the depository institution maintaining such account is the obligor thereon and




    	 	-220-	 



    


    

(ii) no later than the date on which funds
are required to be withdrawn from such account pursuant to this Agreement, if the depository institution maintaining such account is the
obligor thereon. All such Permitted Investments shall be held to maturity, unless payable on demand. Any funds held in an Investment Account
shall be held in the name of the Master Servicer or the Special Servicer, as applicable, on behalf of the Trustee (in its capacity as
such) for the benefit of the Certificateholders. The Master Servicer (in the case of the Collection Account, the Companion Distribution
Account or any Servicing Account maintained by or for the Master Servicer), the Special Servicer (in the case of the REO Account, Loss
of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer) on behalf of the Trustee, shall maintain continuous
physical possession of any Permitted Investment of amounts in the Collection Account, the Companion Distribution Account, the Servicing
Accounts, Loss of Value Reserve Fund or REO Account, as applicable, that is either (i) a “certificated security,” as
such term is defined in the UCC (such that the Trustee shall have control pursuant to Section 8-106 of the UCC) or (ii) other
property in which a secured party may perfect its security interest by physical possession under the UCC or any other applicable law.
In the case of any Permitted Investment held in the form of a “security entitlement” (within the meaning of Section 8-102(a)(17)
of the UCC), the Master Servicer or the Special Servicer, as applicable, shall take or cause to be taken such action as the Trustee deems
reasonably necessary to cause the Trustee to have control over such security entitlement. In the event amounts on deposit in an Investment
Account are at any time invested in a Permitted Investment payable on demand, the Master Servicer (in the case of the Collection Account,
the Companion Distribution Account or any Servicing Account maintained by or for the Master Servicer) or the Special Servicer (in the
case of the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer) shall:


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


(ii)                                demand
payment of all amounts due thereunder promptly upon determination by the Master Servicer, the Special Servicer, the Certificate Administrator
or the Trustee, as the case may be, that such Permitted Investment would not constitute a Permitted Investment in respect of funds thereafter
on deposit in the Investment Account.


(b)                               Interest
and investment income realized on funds deposited in the Collection Account, the Companion Distribution Account or any Servicing Account
maintained by or for the Master Servicer to the extent of the Net Investment Earnings, if any, with respect to such account for the period
from and including the prior Distribution Date to and including the P&I Advance Date related to the current Distribution Date, shall
be for the sole and exclusive benefit of the Master Servicer to the extent (with respect to Servicing Accounts) not required to be paid
to the related Mortgagor and shall be subject to its withdrawal, or withdrawal at its direction, in accordance with Section 3.03
or Section 3.05(a), as the case may be. Interest and investment income realized on funds deposited in the REO Account,
Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer, to the extent of the Net Investment Earnings,
if any, with respect to such account for each period from and including any Distribution Date to and including the immediately succeeding
P&I Advance Date, shall be for




    	 	-221-	 



    


    

the sole and exclusive benefit of the Special
Servicer and shall be subject to its withdrawal in accordance with Section 3.14(c). In the event that any loss shall be incurred
in respect of any Permitted Investment (as to which the Master Servicer or Special Servicer, as applicable, would have been entitled to
any Net Investment Earnings hereunder) directed to be made by the Master Servicer or Special Servicer, as applicable, and on deposit in
any of the Collection Account, the Companion Distribution Account, the Servicing Account, Loss of Value Reserve Fund or the REO Account,
the Master Servicer (in the case of the Collection Account, the Companion Distribution Account or any Servicing Account maintained by
or for the Master Servicer), the Special Servicer (in the case of the REO Account, Loss of Value Reserve Fund or any Servicing Account
maintained by or for the Special Servicer) shall deposit therein, no later than the P&I Advance Date, without right of reimbursement,
the amount of Net Investment Loss, if any, with respect to such account for the period from and including the prior Distribution Date
to and including the P&I Advance Date related to the current Distribution Date; provided that neither the Master Servicer nor
the Special Servicer shall be required to deposit any loss on an investment of funds in an Investment Account if such loss is incurred
solely as a result of the insolvency of the federal or state chartered depository institution or trust company that holds such Investment
Account, so long as such depository institution or trust company satisfied the qualifications set forth in the definition of Eligible
Account at the time such investment was made (and such federal or state chartered depository institution or trust company is not an Affiliate
of the Master Servicer or the Special Servicer, as applicable, unless such depository institution or trust company satisfied the qualification
set forth in the definition of Eligible Account both (x) at the time the investment was made and (y) thirty (30) days prior
to such insolvency).


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


Section 3.07                   Maintenance
of Insurance Policies; Errors and Omissions and Fidelity Coverage. (a)  The Master Servicer (with respect to the Mortgage
Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan) shall use its efforts consistent with the
Servicing Standard to cause the Mortgagor to maintain (other than with respect to a Non-Serviced Mortgage Loan), and the Special
Servicer (with respect to REO Properties other than any Non-Serviced Mortgaged Properties) shall maintain, to the extent required by
the terms of the related Mortgage Loan documents, all insurance coverage as is required under the related Mortgage Loan documents except
to the extent that the failure of the related Mortgagor to do so is an Acceptable Insurance Default (and except as provided in the next
sentence with respect to the Master Servicer or Special Servicer, as applicable) or if the Trustee does not have an insurable interest.
If the Mortgagor does not so maintain such insurance coverage, subject to its recoverability determination with respect to any required
Servicing Advance, the Master Servicer (with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related
Serviced Companion Loan) or the Special Servicer (with respect to REO Properties other than a Non-Serviced Mortgaged Property) shall
maintain all insurance coverage as are consistent with the Servicing Standard taking into account




    	 	-222-	 



    


    

the insurance in place at the closing of the
Mortgage Loan, but only in the event the Trustee has an insurable interest therein and such insurance is available to the Master Servicer
or the Special Servicer, as applicable, and, if available, can be obtained at commercially reasonable rates, as determined (x)(i) prior
to the occurrence and continuance of any Control Termination Event and (ii) other than (x) with respect to any Excluded Loan, any
determination that such insurance coverage is not available or not available at commercially reasonable rates to be made with the consent
of the Directing Certificateholder and (y) with respect to any Specially Serviced Loan that is not an Excluded Loan, after consultation
by the Special Servicer with the Risk Retention Consultation Party (or, with respect to any Serviced AB Whole Loan, prior to the occurrence
and continuance of a related AB Control Appraisal Period, with the consent of the related AB Whole Loan Controlling Holder) except to
the extent that the failure of the related Mortgagor to do so is an Acceptable Insurance Default as determined by the Special Servicer;
provided, however, that if any Mortgage permits the holder thereof to dictate to the Mortgagor the insurance coverage to
be maintained on such Mortgaged Property, the Master Servicer or, with respect to REO Property, the Special Servicer, as applicable, shall
impose or maintain, as applicable, such insurance requirements as are consistent with the Servicing Standard taking into account the insurance
in place at the closing of the Mortgage Loan or Trust Subordinate Companion Loan; provided, further, that, with respect
to the immediately preceding proviso, the Master Servicer will be obligated to use efforts consistent with the Servicing Standard to cause
the Mortgagor to maintain (or to itself maintain) insurance against property damage resulting from terrorist or similar acts unless the
Mortgagor’s failure is an Acceptable Insurance Default as determined by the Special Servicer ((x) (i) unless a Control Termination
Event has occurred and is continuing and (ii) other than with respect to any Excluded Loan (with respect to the Directing Certificateholder)
with the consent of the Directing Certificateholder, (y) with respect to any Specially Serviced Loan that is not an Excluded Loan, after
consultation by the Special Servicer with the Risk Retention Consultation Party or, (z) prior to the occurrence and continuance of an
AB Control Appraisal Period, the related AB Whole Loan Controlling Holder) and only in the event the Trustee has an insurable interest
therein and such insurance is available to the Master Servicer or the Special Servicer, as applicable, and, if available, can be obtained
at commercially reasonable rates. The Master Servicer and Special Servicer shall be entitled to rely on insurance consultants (at the
applicable servicer’s expense) in determining whether any insurance is available at commercially reasonable rates. Subject to Section 3.15(a)
and the costs of such insurance being reimbursed or paid to the Special Servicer as provided in the third-to-last sentence of
this paragraph, the Special Servicer shall maintain for each REO Property (other than any Non-Serviced Mortgaged Property) no less
insurance coverage than was previously required of the Mortgagor under the related Mortgage Loan documents unless the Special Servicer
determines ((x) (i) prior to the occurrence and continuance of a Control Termination Event and (ii) (other than with respect
to any Excluded Loan) with the consent of the Directing Certificateholder, (y) with respect to any Specially Serviced Loan that is not
an Excluded Loan, after consultation by the Special Servicer with the Risk Retention Consultation Party or, (z) prior to the occurrence
and continuance of an AB Control Appraisal Period, the related AB Whole Loan Controlling Holder, as applicable) that such insurance is
not available at commercially reasonable rates or that the Trustee does not have an insurable interest, in which case the Master Servicer
shall be entitled to conclusively rely on the Special Servicer’s determination. All Insurance Policies maintained by the Master
Servicer or the Special Servicer shall (i) contain a “standard” mortgagee clause, with loss payable to the Master Servicer
on behalf of the Trustee




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(in the case of insurance maintained in respect
of Mortgage Loans (other than any Non-Serviced Mortgage Loan), including any related Serviced Companion Loan, other than REO Properties)
or to the Special Servicer on behalf of the Trustee (in the case of insurance maintained in respect of REO Properties), (ii) be in
the name of the Trustee (in the case of insurance maintained in respect of REO Properties), (iii) include coverage in an amount not
less than the lesser of (x) the full replacement cost of the improvements securing the Mortgaged Property or the REO Property, as
applicable, and (y) the outstanding principal balance owing on the related Mortgage Loan (including any related Serviced Companion
Loan) or REO Loan, as applicable, and in any event, the amount necessary to avoid the operation of any co-insurance provisions, (iv) include
a replacement cost endorsement providing no deduction for depreciation (unless such endorsement is not permitted under the related Mortgage
Loan documents), (v) be noncancelable without thirty (30) days prior written notice to the insured party (except in the case of nonpayment,
in which case such policy shall not be cancelled without ten (10) days prior notice) and (vi) subject to the first proviso in the
second sentence of this Section 3.07(a), be issued by a Qualified Insurer authorized under applicable law to issue such Insurance
Policies. Any amounts collected by the Master Servicer or Special Servicer under any such Insurance Policies (other than amounts to be
applied to the restoration or repair of the related Mortgaged Property or REO Property or amounts to be released to the related Mortgagor,
in each case in accordance with the Servicing Standard and the provisions of the related Mortgage Loan documents) shall be deposited in
the Collection Account, subject to withdrawal pursuant to Section 3.05(a). Any costs incurred by the Master Servicer in maintaining
any such Insurance Policies in respect of Mortgage Loans (including any related Serviced Companion Loan) (other than REO Properties and
other than any Non-Serviced Mortgage Loan) (i) if the Mortgagor defaults on its obligation to do so, shall be advanced by the Master
Servicer as a Servicing Advance (so long as such Advance would not be a Nonrecoverable Advance and if such Advance would be a Nonrecoverable
Advance then such cost shall instead be paid out of the Collection Account) and will be charged to the related Mortgagor and (ii) shall
not, for purposes of calculating monthly distributions to Certificateholders, be added to the unpaid principal balance of the related
Mortgage Loan and Serviced Companion Loan(s) (if any), notwithstanding that the terms of such Mortgage Loan or Serviced Companion Loan(s)
so permit. Any cost incurred by the Special Servicer in maintaining any such Insurance Policies with respect to REO Properties shall be
an expense of the Trust payable out of the related REO Account pursuant to Section 3.14(c) or, if the amount on deposit therein
is insufficient therefor, advanced by the Master Servicer as a Servicing Advance (so long as such Advance would not be a Nonrecoverable
Advance and if such Advance would be a Nonrecoverable Advance then such cost shall instead be paid out of the Collection Account). The
foregoing provisions of this Section 3.07 shall apply to any Serviced Whole Loan as if it were a single “Mortgage Loan”.
Notwithstanding any provision to the contrary, the Master Servicer will not be required to maintain, and will not be in default for failing
to obtain, any earthquake or environmental insurance on any Mortgaged Property unless such insurance was required at the time of origination
of the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) and is currently available at commercially reasonable rates.


Notwithstanding the foregoing,
with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that either (x) require
the Mortgagor to maintain “all risk” property insurance (and do not expressly permit an exclusion for terrorism) or (y) contain
provisions generally requiring the applicable Mortgagor to maintain insurance in types and against such risks as the holder of such Mortgage
Loan




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(including any related Serviced Companion Loan)
reasonably requires from time to time in order to protect its interests, the Master Servicer shall, consistent with the Servicing Standard,
(A) monitor in accordance with the Servicing Standard whether the Insurance Policies for the related Mortgaged Property contain Additional
Exclusions (provided, that the Master Servicer and the Special Servicer shall be entitled to conclusively rely upon certificates of insurance
in determining whether such policies contain Additional Exclusions), (B) request the Mortgagor to either purchase insurance against
the risks specified in the Additional Exclusions or provide an explanation as to its reasons for failing to purchase such insurance and
(C) if the related Mortgage Loan is a Specially Serviced Loan, notify the Special Servicer if it has knowledge that any Insurance
Policy for a Mortgaged Property contains Additional Exclusions or if it has knowledge (such knowledge to be based upon the Master Servicer’s
compliance with the immediately preceding clauses (A) and (B) above) that any Mortgagor fails to purchase the insurance
requested to be purchased by the Master Servicer pursuant to clause (B) above. In addition, upon the written request of the
Risk Retention Consultation Party with respect to any individual triggering event, the Special Servicer shall consult on a non-binding
basis pursuant to Section 6.08 with the Risk Retention Consultation Party (provided, that the related Mortgage Loan
is not an Excluded Loan as to such party and, prior to the occurrence and continuance of a Consultation Termination Event, the related
Mortgage Loan must also be a Specially Serviced Loan) within the same time period as it would obtain consent of, or consult with, the
Directing Certificateholder in connection with any such determination by the Special Servicer of an Acceptable Insurance Default. If the
Special Servicer determines in accordance with the Servicing Standard that such failure is not an Acceptable Insurance Default, the Special
Servicer shall notify the Master Servicer and the Master Servicer shall use efforts consistent with the Servicing Standard to cause such
insurance to be maintained. The Special Servicer (at the expense of the Trust) shall be entitled to rely on insurance consultants in making
such determinations. The Master Servicer shall be entitled to rely on insurance consultants (at the expense of such Master Servicer) in
determining whether Additional Exclusions exist. Furthermore, the Special Servicer shall promptly deliver such conclusions in writing
to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for those Mortgage Loans that (i) have
one of the ten (10) highest outstanding Stated Principal Balances of all of the Mortgage Loans then included in the Trust or (ii) comprise
more than 5% of the outstanding Stated Principal Balance of the Mortgage Loans then included in the Trust. During the period that the
Special Servicer is evaluating the availability of such insurance or waiting for a response from the Directing Certificateholder, the
Risk Retention Consultation Party or the related AB Whole Loan Controlling Holder, as applicable, neither the Master Servicer nor the
Special Servicer will be liable for any loss related to its failure to require the Mortgagor to maintain such insurance and will not be
in default of its obligations as a result of such failure.


(b)                               (i)  The
Special Servicer shall maintain (or cause to be maintained), fire and hazard insurance on each REO Property (other than with respect
a Non-Serviced Mortgaged Property), to the extent obtainable at commercially reasonable rates and the Trustee has an insurable interest,
in an amount that is at least equal to the lesser of (1) the full replacement cost of the improvements on the REO Property, and (2) the
outstanding principal balance owing on the REO Loan, and in any event, the amount necessary to avoid the operation of any co-insurance
provisions. If the Master Servicer or the Special Servicer shall obtain and maintain a blanket Insurance Policy with a Qualified Insurer
insuring against fire and hazard losses on all of the Mortgage Loans (including any related Serviced Companion Loan, but excluding any
Non-




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Serviced Mortgage Loan) or REO Properties (other
than with respect to a Non-Serviced Mortgaged Property), as the case may be, required to be serviced and administered hereunder, then,
to the extent such Insurance Policy provides protection equivalent to the individual policies otherwise required, the Master Servicer
or the Special Servicer shall conclusively be deemed to have satisfied its obligation to cause fire and hazard insurance to be maintained
on the related Mortgaged Properties or REO Properties. Such Insurance Policy may contain a deductible clause, in which case the Master
Servicer or the Special Servicer shall, if there shall not have been maintained on the related Mortgaged Property or REO Property a fire
and hazard Insurance Policy complying with the requirements of Section 3.07(a), and there shall have been one or more losses
which would have been covered by such Insurance Policy, promptly deposit into the Collection Account from its own funds the amount of
such loss or losses that would have been covered under the individual policy but are not covered under the blanket Insurance Policy because
of such deductible clause to the extent that any such deductible exceeds the deductible limitation that pertained to the related Mortgage
Loan (including any related Serviced Companion Loan), or in the absence of such deductible limitation, the deductible limitation which
is consistent with the Servicing Standard. In connection with its activities as administrator and Master Servicer of the Mortgage Loans
or any Serviced Companion Loans, the Master Servicer agrees to prepare and present, on behalf of itself, the Trustee and Certificateholders,
claims under any such blanket Insurance Policy in a timely fashion in accordance with the terms of such policy. The Special Servicer,
to the extent consistent with the Servicing Standard, may maintain, earthquake insurance on REO Properties (other than with respect to
a Non-Serviced Mortgaged Property), provided coverage is available at commercially reasonable rates, the cost of which shall
be a Servicing Advance.


(ii)                                If
the Master Servicer or the Special Servicer shall cause any Mortgaged Property or REO Property to be covered by a master single interest
or force-placed Insurance Policy with a Qualified Insurer naming the Master Servicer or the Special Servicer on behalf of the Trustee
as the loss payee, then to the extent such Insurance Policy provides protection equivalent to the individual policies otherwise required,
the Master Servicer or the Special Servicer shall conclusively be deemed to have satisfied its obligation to cause such insurance to
be maintained on the related Mortgaged Properties and REO Properties. In the event the Master Servicer or the Special Servicer shall
cause any Mortgaged Property or REO Property to be covered by such master single interest or force-placed Insurance Policy, the incremental
costs of such insurance applicable to such Mortgaged Property or REO Property (i.e., other than any minimum or standby premium payable
for such policy whether or not any Mortgaged Property or REO Property is covered thereby) shall be paid by the Master Servicer as a Servicing
Advance. Such master single interest or force-placed policy may contain a deductible clause, in which case the Master Servicer or
the Special Servicer shall, in the event that there shall not have been maintained on the related Mortgaged Property or REO Property
a policy otherwise complying with the provisions of Section 3.07(a), and there shall have been one or more losses which
would have been covered by such policy had it been maintained, deposit into the Collection Account from its own funds the amount not
otherwise payable under the master single or force-placed interest policy because of such deductible clause, to the extent that any
such deductible exceeds the deductible limitation that pertained to the related Mortgage Loan, including any related Serviced Companion




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Loan, or, in the absence of any such
deductible limitation, the deductible limitation which is consistent with the Servicing Standard.


(c)                                Each
of the Master Servicer and the Special Servicer shall obtain and maintain at its own expense and keep in full force and effect throughout
the term of this Agreement a blanket fidelity bond and an errors and omissions insurance policy with a Qualified Insurer covering losses
that may be sustained as a result of an officer’s or employee’s misappropriation of funds or errors or omissions. Such amount
of coverage shall be in such form and amount as are consistent with the Servicing Standard. Coverage of the Master Servicer or the Special
Servicer under a policy or bond obtained by an Affiliate of the Master Servicer or the Special Servicer and providing the coverage required
by this Section 3.07(c) shall satisfy the requirements of this Section 3.07(c). The Special Servicer and
the Master Servicer shall promptly report in writing to the Trustee any material changes that may occur in their respective fidelity
bonds, if any, and/or their respective errors and omissions insurance policies, as the case may be, and shall furnish to the Trustee
copies of all binders and policies or certificates evidencing that such bonds, if any, and insurance policies are in full force and effect.


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


(e)                                During
all such times as any REO Property (other than with respect to a Non-Serviced Mortgaged Property) shall be located in a federally
designated special flood hazard area, the Special Servicer shall cause to be maintained, to the extent available at commercially reasonable
rates (as determined by the Special Servicer in accordance with the Servicing Standard), a flood insurance policy meeting the requirements
of the current guidelines of the Federal Insurance Administration in an amount representing coverage not less than the maximum amount
of insurance which is available under the National Flood Insurance Act of 1968, as amended, plus such additional excess flood
coverage with respect to the Mortgaged Property, if any, in an amount consistent with the Servicing Standard. The cost of any such flood
insurance with respect to an REO Property shall be an expense of the Trust payable out of the




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related REO Account pursuant to Section 3.14(c)
or, if the amount on deposit therein is insufficient therefor, paid by the Master Servicer to the Special Servicer as a Servicing Advance
unless determined to be a Nonrecoverable Advance, and if determined to be a Nonrecoverable Advance, then the Master Servicer shall pay
the Special Servicer from the Collection Account in accordance with Section 3.05(a)(v).


(f)                                  Notwithstanding
anything to the contrary in this Section 3.07, so long as the long-term debt obligations or the deposit account or
claims-paying ability of the Master Servicer (or its immediate or remote parent) or the Special Servicer (or its immediate or remote
parent), as applicable, is rated at least “A3” by Moody’s or, other than with respect to the Park West Village Special
Servicer, “A-” by Fitch (if rated by Fitch), the Master Servicer (or its public parent) or the Special Servicer (or its
public parent), as applicable, shall be allowed to provide self-insurance with respect to any of its obligations under this Section 3.07.


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


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


(i)                                   provides
that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and payable upon the
sale or other transfer of an interest in the related Mortgaged Property or equity interests in the Mortgagor or principals of the Mortgagor;
or


(ii)                                provides
that such Mortgage Loan and any related Companion Loan may not be assumed without the consent of the mortgagee in connection with any
such sale or other transfer;


then, for so long as such
Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement, the Special Servicer, on behalf of the Trustee
as the mortgagee of record, shall determine, in a manner consistent with the Servicing Standard, whether (a) to exercise any right it
may have with respect to such Mortgage Loan or related Companion Loan (x) to accelerate the payments thereon or (y) to withhold its consent
to any sale or transfer, consistent with the Servicing Standard or (b) to waive any right to exercise such rights, provided that
with respect to such waiver of rights, (i) with respect to all Mortgage Loans other than any Excluded Loan with respect to the Directing
Certificateholder or the holder of the majority of the Controlling Class, the Special Servicer shall, prior to itself taking such an action,
obtain, (A) prior to the occurrence and continuance of a Control Termination Event, the prior written consent (or deemed consent) of the
Directing Certificateholder, (B) (1) if such Mortgage Loan is a Specially Serviced Loan or (2) a Consultation Termination Event has occurred
and is continuing, consult with the Risk Retention Consultation Party if and to the extent required pursuant to Section 6.08
or (C) after the occurrence and during the continuance of an Operating




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Advisor Consultation Event, the Special Servicer
shall have consulted with the Operating Advisor if and to the extent required pursuant to Section 6.08(a) (or, with respect to
any Serviced AB Whole Loan, prior to the occurrence and continuance of a related AB Control Appraisal Period, the related AB Whole Loan
Controlling Holder, to the extent required under the Intercreditor Agreement) (or (i) after the occurrence and during the continuance
of a Control Termination Event, but prior to a Consultation Termination Event and (ii) other than with respect to any Excluded Loan with
respect to the Directing Certificateholder or the holder of the majority of the Controlling Class, upon consultation with the Directing
Certificateholder pursuant to Section 6.08(a) hereof; provided that in the case of clause (A), clause (B) and clause
(C), such consent shall be deemed given or such consultation shall be deemed to have occurred, as applicable, if a response to the
request for consent or consultation, as the case may be, is not provided within ten (10) Business Days after receipt (unless earlier objected
to by the Directing Certificateholder) of the Special Servicer’s written analysis and recommendation with respect to such waiver
together with such other information in the Special Servicer’s possession that is reasonably requested by the Directing Certificateholder,
the Operating Advisor or the Risk Retention Consultation Party (or, with respect to any Serviced AB Whole Loan, prior to the occurrence
and continuance of a related AB Control Appraisal Period, the prior consent of the related AB Whole Loan Controlling Holder, to the extent
required under the Intercreditor Agreement) and (iii) with respect to any Mortgage Loan (x) with a Stated Principal Balance greater than
or equal to $35,000,000, (y) with a Stated Principal Balance greater than or equal to 5% of the aggregated Stated Principal Balance
of the Mortgage Loans then outstanding or (z) together with all other Mortgage Loans with which it is cross-collateralized or cross-defaulted
or together with all other Mortgage Loans with the same Mortgagor (or an Affiliate thereof), that is one of the ten largest Mortgage Loans
outstanding (by Stated Principal Balance), the Special Servicer prior to consenting to any action, shall obtain, a Rating Agency Confirmation
from each Rating Agency and a confirmation of any applicable rating agency that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25), provided, however, that with respect to subclauses (y)
and (z) of this subclause (iii), such Mortgage Loan shall also have a Stated Principal Balance of at least $10,000,000
for such Rating Agency Confirmation requirement to apply. Notwithstanding anything herein to the contrary, with respect to any Excluded
Loan (regardless of whether an Operating Advisor Consultation Event has occurred and is continuing), the Special Servicer shall consult
with the Operating Advisor, on a non-binding basis, in connection with the related transactions involving proposed Major Decisions and
consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in
Section 6.08 for consulting with the Operating Advisor.


With respect to any “due-on-sale”
matter described above that is a Major Decision related to any Mortgage Loan that is not an Excluded Loan with respect to the Risk Retention
Consultation Party or the holder of the majority of the VRR Interest upon request of the Risk Retention Consultation Party, the Special
Servicer shall consult on a non-binding basis with the Risk Retention Consultation Party with respect to (i) prior to the occurrence and
continuance of a Consultation Termination Event, Specially Serviced Loans; and (ii) following the occurrence and during the continuance
of a Consultation Termination Event, all Mortgage Loans, within the




    	 	-229-	 



    


    

same time period as it would obtain the consent
of, or consult with, the Directing Certificateholder with respect to such Major Decision.


In connection with any request
for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities, the related rating
agencies) pursuant to this Section 3.08(a), the Master Servicer or the Special Servicer that is processing the related action,
as applicable, shall (if not already provided in accordance with Section 3.25 of this Agreement) deliver a Review Package
to the 17g-5 Information Provider (or, with respect to any Serviced Companion Loan Securities, the related 17g-5 information provider)
in accordance with Section 3.25 of this Agreement.


If any Mortgage Loan (other
than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan provides that such Mortgage Loan or related Serviced Companion Loan
may be assumed or transferred without the consent of the mortgagee, then for so long as such Mortgage Loan or related Serviced Companion
Loan is being serviced under this Agreement, (i) the Special Servicer, on behalf of the Trustee as the mortgagee of record, with respect
to all Mortgage Loans (other than a Non-Serviced Mortgage Loan) and related Serviced Companion Loans involving a Special Servicer Decision
or Major Decision, shall determine in accordance with the Servicing Standard whether conditions to a transfer or assumption have been
satisfied, or (ii) the Master Servicer, on behalf of the Trustee as the mortgagee of record, with respect to any Mortgage Loan if such
action is not a Major Decision or Special Servicer Decision, shall make such determination with respect to whether such conditions have
been satisfied.


(b)                               As
to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that contains a provision
in the nature of a “due-on-encumbrance” clause that by its terms:


(i)                                   provides
that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and payable upon the
creation of any additional lien or other encumbrance on the related Mortgaged Property or equity interests in the Mortgagor or principals
of the Mortgagor; or


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


then, for so long as such Mortgage Loan (or
related Serviced Companion Loan) is serviced under this Agreement, the Special Servicer, on behalf of the Trustee as the mortgagee of
record, shall determine, in a manner consistent with the Servicing Standard, whether (a) to exercise any right it may have with respect
to such Mortgage Loan or related Companion Loan (x) to accelerate the payments thereon or (y) to withhold its consent to the creation
of any additional lien or other encumbrance, consistent with the Servicing Standard or (b) to waive its right to exercise such rights,
provided that (i) with respect to such waiver of rights and with respect to any Mortgage Loan other than an Excluded Loan with
respect to such party, the Special Servicer has obtained (x) prior to the occurrence and continuance of a Control Termination Event, the
prior written consent (or deemed consent) of the Directing Certificateholder and (y) (1) if such Mortgage Loan




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is a Specially Serviced Loan or (2) a Consultation
Termination Event has occurred and is continuing, consult with the Risk Retention Consultation Party if and to the extent required pursuant
to Section 6.08 (or, with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance of a related AB Control
Appraisal Period, the related AB Whole Loan Controlling Holder, to the extent required under the Intercreditor Agreement), which consent
shall be deemed given ten (10) Business Days after receipt by the Directing Certificateholder of the Special Servicer’s written
analysis and recommendation with respect to such waiver or exercise of such rights together with such other information in the Special
Servicer’s possession that is reasonably requested by the Directing Certificateholder or the Risk Retention Consultation Party (or,
with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance of a related AB Control Appraisal Period, the related
AB Whole Loan Controlling Holder, to the extent required under the Intercreditor Agreement), and (ii) the Special Servicer has obtained
Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agency that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings of any class of Serviced Companion Loan Securities (if any)
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be
considered satisfied with respect to the Certificates pursuant to Section 3.25) if such Mortgage Loan (A) has an outstanding principal
balance that is greater than or equal to 2% of the Stated Principal Balance of the outstanding Mortgage Loans or (B) has an LTV Ratio
greater than 85% (including any existing and proposed debt) or (C) has a Debt Service Coverage Ratio less than 1.20x (in each case, determined
based upon the aggregate of the Stated Principal Balance of the Mortgage Loan and related Companion Loan, if any, and the principal amount
of the proposed additional lien) or (D) is one of the ten largest Mortgage Loans (by Stated Principal Balance) or (E) has a Stated Principal
Balance greater than $35,000,000; provided, however, that with respect to subclauses (A), (B), (C)
and (D) of this subclause (ii), such Mortgage Loan shall also have a Stated Principal Balance of at least $10,000,000 for
such Rating Agency Confirmation requirement to apply. Notwithstanding anything herein to the contrary, with respect to any Excluded Loan
(regardless of whether an Operating Advisor Consultation Event has occurred and is continuing), the Special Servicer shall consult with
the Operating Advisor, on a non-binding basis, in connection with the related transactions involving proposed Major Decisions and consider
alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section
6.08 for consulting with the Operating Advisor.


With respect to any “due-on-encumbrance”
matter described above that is a Major Decision related to any Mortgage Loan that is not an Excluded Loan with respect to the Risk Retention
Consultation Party or the holder of the majority of the VRR Interest upon request of the Risk Retention Consultation Party, the Special
Servicer shall consult on a non-binding basis with the Risk Retention Consultation Party with respect to (i) prior to the occurrence and
continuance of a Consultation Termination Event, Specially Serviced Loans; and (ii) following the occurrence and during the continuance
of a Consultation Termination Event, all Mortgage Loans, within the same time period as it would obtain the consent of, or consult with,
the Directing Certificateholder with respect to such Major Decision.


In connection with any request
for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities, the related rating
agencies) pursuant to this Section 3.08(b), the Master Servicer or the Special Servicer that is




    	 	-231-	 



    


    

processing the related action, as applicable,
shall (if not already provided in accordance with Section 3.25 of this Agreement) deliver a Review Package to the 17g-5 Information
Provider (or, with respect to any Serviced Companion Loan Securities, the related 17g-5 information provider) in accordance with Section 3.25
of this Agreement.


To the extent permitted by
the related Mortgage Loan documents, the Rating Agency Confirmation described in the immediately preceding paragraph or in Section 3.08(a)
shall be an expense of the related Mortgagor; provided that if the Mortgage Loan documents are silent as to who bears the costs
of obtaining any such Rating Agency Confirmation, the Master Servicer or the Special Servicer that is processing the related action, as
applicable, shall use reasonable efforts to make the related Mortgagor bear such costs and expenses. Unless determined to be a Nonrecoverable
Advance such costs not collected from the related Mortgagor shall be advanced as a Servicing Advance.


If any Mortgage Loan or related
Companion Loan provides that such Mortgage Loan or related Companion Loan may be further encumbered without the consent of the mortgagee,
then for so long as such Mortgage Loan or related Companion Loan is being serviced under this Agreement, (i) the Special Servicer, on
behalf of the Trustee as the mortgagee of record, with respect to all Mortgage Loans (other than a Non-Serviced Mortgage Loan) involving
a Special Servicer Decision or Major Decision, shall determine whether conditions to further encumbrance have been satisfied (provided
that with respect to a Non-Specially Serviced Loan there is no lender discretion with respect to the satisfaction of such conditions),
or (ii) the Master Servicer, on behalf of the Trustee as the mortgagee of record, with respect to all Non-Specially Serviced Loans if
such action is not a Major Decision or a Special Servicer Decision, shall make such determination with respect to whether such conditions
have been satisfied.


Nothing in this Section 3.08
shall constitute a waiver of the Trustee’s right, as the mortgagee of record, to receive notice of any assumption of a Mortgage
Loan, any sale or other transfer of the related Mortgaged Property or the creation of any additional lien or other encumbrance with respect
to such Mortgaged Property.


(c)                                Except
as otherwise permitted by Section 3.08(a) and (b) and/or Section 3.18, neither the Master Servicer
nor the Special Servicer shall agree to modify, waive or amend any term of any Mortgage Loan and related Serviced Companion Loan, as
applicable, in connection with the taking of, or the failure to take, any action pursuant to this Section 3.08. The Master
Servicer and the Special Servicer, as applicable, shall provide copies of any final waivers (except with respect to provision of any
such waivers to the 17g-5 Information Provider, exclusive of any Privileged Information) it effects pursuant to Section 3.08(a)
or (b) to each other and to the 17g-5 Information Provider with respect to each Mortgage Loan, and shall notify the Trustee,
the Certificate Administrator, each other and, subject to the terms of this Agreement, the 17g-5 Information Provider (for posting to
the 17g-5 Information Provider’s Website in accordance with Section 3.25) and, with respect to a Whole Loan, the
related Serviced Companion Noteholder, of any assumption or substitution agreement executed pursuant to Section 3.08(a)
or (b) and shall forward thereto a copy of such agreement.


With respect to any Mortgagor
request or other action on a Non-Specially Serviced Loan for matters that are Major Decisions or Special Servicer Decisions, the Master




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Servicer shall not agree to such modification,
waiver, amendment, consent, request or other action without the prior written consent of the Special Servicer. In connection with such
consent, if the Master Servicer is processing such request or action, the Master Servicer shall promptly provide the Special Servicer
with written notice of any request for such modification, waiver, amendment, consent, request or other action, along with the Master Servicer’s
written recommendation and analysis, and all information in the Master Servicer’s possession that may be reasonably requested in
order to grant or withhold such consent by the Special Servicer or the Directing Certificateholder or other Person with consent or consultation
rights; provided that in the event that the Special Servicer does not respond within ten (10) Business Days after receipt of such
written notice and all such reasonably requested information, plus the time period provided to the Directing Certificateholder or other
relevant party under this Agreement and, if applicable, any time period provided to a Companion Holder under a related Intercreditor Agreement,
the Special Servicer’s consent to such modification, waiver, amendment, consent, request or other action shall be deemed granted.


(d)                              [Reserved].


(e)                                 Notwithstanding
any other provision of this Agreement, the Special Servicer may not waive its rights or grant its consent under any “due-on-sale”
or “due-on-encumbrance” clause relating to any Mortgage Loan without ((i) prior to the occurrence and continuance
of a Control Termination Event and (ii) other than with respect to any Excluded Loan) the consent of the Directing Certificateholder
(or (x) after the occurrence and during the continuance of a Control Termination Event and (y) other than with respect
to any Excluded Loan), but prior to a Consultation Termination Event, upon consultation with the Directing Certificateholder pursuant
to Section 6.08 hereof and (iii) after the occurrence and during the continuance of an Operating Advisor Consultation Event,
consultation with the Operating Advisor if and to the extent required pursuant to Section 6.08(a). The Directing Certificateholder
shall have ten (10) Business Days after receipt of notice along with the Master Servicer’s (if applicable) and the Special
Servicer’s recommendation and analysis with respect to such proposed waiver or proposed granting of consent and any additional
information the Directing Certificateholder may reasonably request from the Special Servicer of a proposed waiver or consent under any
“due on sale” or “due-on-encumbrance” clause in which to grant or withhold its consent (provided that
if the Special Servicer fails to receive a response to such notice from the Directing Certificateholder in writing within such period,
then the Directing Certificateholder shall be deemed to have consented to such proposed waiver or consent).


(f)                                  Notwithstanding
the foregoing provisions of this Section 3.08, if the Master Servicer or the Special Servicer, as applicable (with respect
to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) makes a determination under Sections 3.08(a)
or 3.08(b) hereof that the applicable conditions in the related Mortgage Loan or Companion Loan documents, as applicable,
with respect to assumptions or encumbrances permitted without the consent of the mortgagee have been satisfied, the applicable assumptions
and transfers may be subject to an assumption or other fee, unless such fees are otherwise prohibited pursuant to the Mortgage Loan documents;
provided that any such fee not provided for in the Mortgage Loan documents does not constitute a “significant” change
in yield pursuant to Treasury Regulations Section 1.1001-3(e)(2).




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Section 3.09                 Realization Upon Defaulted
Loans and Companion Loans. (a)  Upon an event of default under the Mortgage Loan documents related to a Serviced
Whole Loan or a Mortgage Loan with mezzanine debt, the Master Servicer shall promptly provide written notice to the related
Companion Holder or mezzanine lender, as applicable, with a copy of such notice to the Special Servicer. The Special Servicer shall,
subject to subsections (b) through (d) of this Section 3.09, Section 3.24, subject
to the Directing Certificateholders’ and the Risk Retention Consultation Party’s rights pursuant to Section 6.08,
and any Companion Holder or mezzanine lender’s rights under the related Intercreditor Agreement (in the case of a Serviced
Whole Loan, on behalf of the holders of the beneficial interest of the related Companion Loan) or this Agreement, exercise
reasonable efforts, consistent with the Servicing Standard, to, at any time, institute foreclosure proceedings, exercise any power
of sale contained in the related Mortgage, obtain a deed in lieu of foreclosure, or otherwise acquire title to the related Mortgaged
Property or comparably convert (which may include an REO Acquisition) the ownership of property securing any such Mortgage Loan
(other than any Non-Serviced Mortgage Loan) and related Companion Loan, if any, as come into and continue in default as to which
no satisfactory arrangements (including by way of a discounted pay-off) can be made for collection of delinquent payments, and which
are not released from the Trust Fund pursuant to any other provision hereof. The foregoing is subject to the provision that, in any
case in which a Mortgaged Property shall have suffered damage from an Uninsured Cause, the Master Servicer or Special Servicer shall
not be required to make a Servicing Advance and expend funds toward the restoration of such property unless the Special Servicer has
determined in its reasonable discretion that such restoration will increase the net proceeds of liquidation of such Mortgaged
Property to Certificateholders after reimbursement to the Master Servicer or the Special Servicer, as applicable, for such Servicing
Advance, and the Master Servicer or Special Servicer has not determined that such Servicing Advance together with accrued and unpaid
interest thereon would constitute a Nonrecoverable Advance. The costs and expenses incurred by the Special Servicer in any such
proceedings shall be advanced by the Master Servicer; provided that, in each case, such cost or expense would not, if
incurred, constitute a Nonrecoverable Servicing Advance. Nothing contained in this Section 3.09 shall be construed so
as to require the Master Servicer or the Special Servicer, on behalf of the Trust, to make an offer on any Mortgaged Property at a
foreclosure sale or similar proceeding that is in excess of the fair market value of such property, as determined by the Master
Servicer or the Special Servicer in its reasonable judgment taking into account the factors described in Section 3.16(b)
and the results of any Appraisal obtained pursuant to the following sentence, all such offers to be made in a manner consistent with
the Servicing Standard. If and when the Special Servicer or the Master Servicer deems it necessary and prudent for purposes of
establishing the fair market value of any Mortgaged Property securing a Defaulted Loan or any related defaulted Companion Loan,
whether for purposes of making an offer at foreclosure or otherwise, the Special Servicer or the Master Servicer, as the case may
be, is authorized to have an Appraisal performed with respect to such property by an Independent MAI-designated appraiser the
cost of which shall be paid by the Master Servicer as a Servicing Advance.


(b)                               The
Special Servicer shall not acquire any personal property pursuant to this Section 3.09 unless either:


(i)                                   such
personal property is incidental to real property (within the meaning of Section 856(e)(1) of the Code) so acquired by the Special
Servicer; or




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(ii)                                the Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer as a Servicing
Advance) to the effect that the holding of such personal property by the Trust (to the extent not allocable to the related Companion
Loan) will not cause an Adverse REMIC Event to occur.


(c)                                Notwithstanding
the foregoing provisions of this Section 3.09 and Section 3.24, neither the Master Servicer nor the Special
Servicer shall, on behalf of the Trustee, obtain title to a Mortgaged Property in lieu of foreclosure or otherwise, or take any other
action with respect to any Mortgaged Property, if, as a result of any such action, the Trustee, on behalf of the Certificateholders (including
Loan-Specific Certificateholders) and/or any related Companion Holder, would be considered to hold title to, to be a “mortgagee-in-possession”
of, or to be an “owner” or “operator” of such Mortgaged Property within the meaning of CERCLA or any comparable
law, unless (as evidenced by an Officer’s Certificate to such effect delivered to the Trustee) the Special Servicer has previously
determined in accordance with the Servicing Standard, based on an Environmental Assessment of such Mortgaged Property performed by an
Independent Person who regularly conducts Environmental Assessments and performed within six (6) months prior to any such acquisition
of title or other action, that:


(i)                                   such
Mortgaged Property is in compliance with applicable environmental laws or, if not, after consultation with an environmental consultant,
that it would be in the best economic interest of the Certificateholders (and with respect to any Serviced Whole Loan, the related Companion
Holders), as a collective whole as if such Certificateholders and, if applicable, Companion Holders constituted a single lender, to take
such actions as are necessary to bring such Mortgaged Property in compliance with such laws, and


(ii)                                there
are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any Hazardous Materials for which
investigation, testing, monitoring, containment, clean-up or remediation could be required under any currently effective federal, state
or local law or regulation, or that, if any such Hazardous Materials are present for which such action could be required, after consultation
with an environmental consultant, it would be in the best economic interest of the Certificateholders (and with respect to any Serviced
Whole Loan, the Companion Holders), as a collective whole as if such Certificateholders and, if applicable, Companion Holders constituted
a single lender, to take such actions with respect to the affected Mortgaged Property.


The cost of any such Environmental
Assessment shall be paid by the Master Servicer as a Servicing Advance and the cost of any remedial, corrective or other further action
contemplated by clause (i) and/or clause (ii) of the preceding sentence shall be paid by the Master Servicer as
a Servicing Advance, unless it is a Nonrecoverable Servicing Advance (in which case it shall be an expense of the Trust and, in the case
of a Serviced Whole Loan, shall be withdrawn in accordance with the related Intercreditor Agreement by the Master Servicer from the Collection
Account, including from the Companion Distribution Account (such withdrawal to be made from amounts on deposit therein that are otherwise
payable on or allocable to such Serviced Whole Loan)); and if any such Environmental Assessment so warrants, the Special Servicer shall,
except with respect to any Companion Loan and any Environmental Assessment ordered after such Mortgage Loan has been paid in full, perform
such additional environmental




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testing at the expense of the Trust as it deems
necessary and prudent to determine whether the conditions described in clauses (i) and (ii) of the preceding sentence
have been satisfied. With respect to Non-Specially Serviced Loans, the Master Servicer and, with respect to Specially Serviced Loans,
the Special Servicer (other than any Non-Serviced Mortgage Loan) shall review and be familiar with the terms and conditions relating
to enforcing claims and shall monitor the dates by which any claim or action must be taken (including delivering any notices to the insurer
and using reasonable efforts to perform any actions required under such policy) under each environmental insurance policy in effect and
obtained on behalf of the mortgagee to receive the maximum proceeds available under such policy for the benefit of the Certificateholders
and the Trustee (as holder of the Lower-Tier Regular Interests).


(d)                               If
(i) the environmental testing contemplated by subsection (c) above establishes that either of the conditions set
forth in clauses (i) and (ii) of subsection (c) above of the first sentence thereof has not been satisfied
with respect to any Mortgaged Property securing a Defaulted Loan and, in the case of a Serviced Mortgage Loan, any related Companion
Loan, and (ii) there has been no breach of any of the representations and warranties set forth in or required to be made pursuant
to Section 4 of each of the Mortgage Loan Purchase Agreements for which the applicable Mortgage Loan Seller could be required
to repurchase such Defaulted Loan pursuant to Section 5 of the applicable Mortgage Loan Purchase Agreement, then the Special Servicer
shall take such action as it deems to be in the best economic interest of the Trust (other than proceeding to acquire title to the Mortgaged
Property) and is hereby authorized ((A) prior to the occurrence and continuance of a Control Termination Event (or with respect
to any Serviced AB Whole Loan, after the occurrence and during the continuation of an AB Control Appraisal Period, but prior to the occurrence
and continuance of a Control Termination Event) and (B) other than with respect to any Excluded Loan), with the consent of the
Directing Certificateholder and after consultation with the Risk Retention Consultation Party at such time as it deems appropriate to
release such Mortgaged Property from the lien of the related Mortgage, provided that, if such Mortgage Loan has a then-outstanding
principal balance of greater than $1,000,000, then prior to the release of the related Mortgaged Property from the lien of the related
Mortgage, (i) the Special Servicer shall have notified the Rating Agencies, the Trustee, the Certificate Administrator, the Master
Servicer, ((A) prior to the occurrence of a Consultation Termination Event and (B) other than with respect to any Excluded
Loan) the Directing Certificateholder and (other than with respect to any Excluded Loan) the Risk Retention Consultation Party, in writing
of its intention to so release such Mortgaged Property and the bases for such intention, (ii) the Certificate Administrator shall
have posted such notice of the Special Servicer’s intention to so release such Mortgaged Property to the Certificate Administrator’s
Website pursuant to Section 3.13(b) and (iii) in addition to the prior written consent of the Directing Certificateholder
as required above, the Holders of Certificates entitled to a majority of the Voting Rights shall have consented or have been deemed to
have consented to such release within thirty (30) days of the Certificate Administrator’s posting such notice to the Certificate
Administrator’s Website (failure to respond by the end of such 30-day period being deemed consent of the Holders of the Certificates).
To the extent any fee charged by any Rating Agency in connection with rendering such written confirmation is not paid by the related
Mortgagor, such fee is to be an expense of the Trust; provided that the Special Servicer shall use commercially reasonable efforts
to collect such fee from the Mortgagor to the extent permitted under the related Mortgage Loan documents.




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(e)                                The Special Servicer shall provide written reports and a copy of any Environmental Assessments in electronic format to the Directing
Certificateholder and the Risk Retention Consultation Party (in each case, other than with respect to any Excluded Loan), the Master
Servicer and the 17g-5 Information Provider monthly regarding any actions taken by the Special Servicer with respect to any Mortgaged
Property securing a Defaulted Loan or defaulted Companion Loan as to which the environmental testing contemplated in subsection (c)
above has revealed that either of the conditions set forth in clauses (i) and (ii) of the first sentence thereof
has not been satisfied, in each case until the earlier to occur of satisfaction of both such conditions, repurchase of the related Mortgage
Loan by the applicable Mortgage Loan Seller or release of the lien of the related Mortgage on such Mortgaged Property.


(f)                                  The
Special Servicer shall notify the Master Servicer of any abandoned and/or foreclosed properties which require reporting to the Internal
Revenue Service and shall provide the Master Servicer with all information regarding forgiveness of indebtedness and required to be reported
with respect to any Mortgage Loan or related Companion Loan that is abandoned or foreclosed and the Master Servicer shall report to the
Internal Revenue Service and the related Mortgagor, in the manner required by applicable law, such information and the Master Servicer
shall report, via Form 1099A or Form 1099C (or any successor form), all forgiveness of indebtedness and abandonment and
foreclosure to the extent such information has been provided to the Master Servicer by the Special Servicer. Upon request, the Master
Servicer shall deliver a copy of any such report to the Trustee and the Certificate Administrator.


(g)                               The
Special Servicer shall have the right to determine, in accordance with the Servicing Standard, the advisability of the maintenance of
an action to obtain a deficiency judgment if the state in which the Mortgaged Property is located and the terms of the Mortgage Loan
(and if applicable, the related Companion Loan) permit such an action.


(h)                               The
Special Servicer shall maintain accurate records, prepared by one of its Servicing Officers, of each Final Recovery Determination in
respect of a Defaulted Loan (other than with respect to a Non-Serviced Mortgage Loan) or defaulted Companion Loan or any REO Property
(other than any Non-Serviced Mortgaged Property) and the basis thereof. Each Final Recovery Determination shall be evidenced by an Officer’s
Certificate promptly delivered to the Trustee, the Certificate Administrator, the Directing Certificateholder and the Risk Retention
Consultation Party (in each case, other than with respect to any Excluded Loan) and the Master Servicer and in no event later than the
next succeeding P&I Advance Determination Date.


Section 3.10                   Trustee
and Custodian to Cooperate; Release of Mortgage Files. (a)  Upon the payment in full of any Mortgage Loan (other than
a Non-Serviced Mortgage Loan) or Trust Subordinate Companion Loan, or the receipt by the Master Servicer or the Special Servicer,
as the case may be, of a notification that payment in full shall be escrowed in a manner customary for such purposes, the Master Servicer
or Special Servicer, as the case may be, will promptly notify the Trustee and the Custodian and request delivery of the related Mortgage
File. Any such notice and request shall be in the form of a Request for Release signed by a Servicing Officer and shall include a statement
to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection
Account pursuant to Section 3.04(a) or remitted to the Master Servicer to enable such deposit, have been




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or will be so deposited. Within seven (7) Business
Days (or within such shorter period as release can reasonably be accomplished if the Master Servicer or the Special Servicer notifies
the Custodian of an exigency) of receipt of such notice and request, the Custodian shall release the related Mortgage File to the Master
Servicer or Special Servicer, as the case may be; provided that in the case of the payment in full of a Serviced Companion Loan
or its related Mortgage Loan, the related Mortgage File shall not be released by the Custodian unless the related Serviced Whole Loan
is paid in full. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to
the Collection Account.


(b)                               From
time to time as is appropriate for servicing or foreclosure of any Mortgage Loan (other than any Non-Serviced Mortgage Loan) (and
any related Companion Loan), the Master Servicer or the Special Servicer shall deliver to the Custodian a Request for Release signed
by a Servicing Officer. Upon receipt of the foregoing, the Custodian shall deliver the Mortgage File or any document therein to the Master
Servicer or the Special Servicer (or a designee), as the case may be. Upon return of such Mortgage File or such document to the Custodian,
or the delivery to the Trustee and the Custodian of a certificate of a Servicing Officer of the Master Servicer or the Special Servicer,
as the case may be, stating that such Mortgage Loan (and, in the case of a Serviced Whole Loan, the related Companion Loan), was liquidated
and that all amounts received or to be received in connection with such liquidation which are required to be deposited into the Collection
Account (including amounts related to the related Companion Loan, if applicable) pursuant to Section 3.04(a) have been
or will be so deposited, or that such Mortgage Loan has become an REO Property, a copy of the Request for Release shall be released by
the Custodian to the Master Servicer or the Special Servicer (or a designee), as the case may be, with the original being released upon
termination of the Trust.


(c)                                Within
seven (7) Business Days (or within such shorter period as delivery can reasonably be accomplished if the Special Servicer notifies the
Trustee of an exigency) of receipt thereof, the Trustee shall execute and deliver to the Special Servicer any court pleadings, requests
for trustee’s sale or other documents necessary to the foreclosure or trustee’s sale in respect of a Mortgaged Property or
to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note (including any note evidencing a related Companion
Loan) or Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Mortgage Note or Mortgage
or otherwise available at law or in equity. The Special Servicer shall be responsible for the preparation of all such documents and pleadings.
When submitted to the Trustee for signature, such documents or pleadings shall be accompanied by a certificate of a Servicing Officer
requesting that such pleadings or documents be executed by the Trustee and certifying as to the reason such documents or pleadings are
required and that the execution and delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage,
except for the termination of such a lien upon completion of the foreclosure or trustee’s sale. The Trustee shall not be required
to review such documents for their sufficiency or enforceability.


(d)                               If,
from time to time, pursuant to the terms of the applicable Non-Serviced Intercreditor Agreement and the applicable Non-Serviced PSA,
and as appropriate for enforcing the terms of a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer requests
delivery to it of the original Mortgage Note for a Non-Serviced Mortgage Loan, then the




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Custodian shall release or cause the release
of such original Mortgage Note to such Non-Serviced Master Servicer or its designee.


Section 3.11                   Servicing
Compensation. (a)  As compensation for its activities hereunder, the Master Servicer shall be entitled to receive the
Servicing Fee with respect to each Mortgage Loan, Serviced Companion Loan and REO Loan (other than the portion of any REO Loan related
to any Non-Serviced Companion Loan) (including Specially Serviced Loans and any Non-Serviced Mortgage Loan constituting a “specially
serviced loan” under any related Non-Serviced PSA). As to each Mortgage Loan, Companion Loan and REO Loan, the Servicing Fee shall
accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage
Loan, Companion Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan, Companion
Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which
any related interest payment due on such Mortgage Loan or Companion Loan or deemed to be due on such REO Loan is computed. The Servicing
Fee with respect to any Mortgage Loan, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to
the related Mortgage Loan, except that if such Mortgage Loan is part of a Serviced Whole Loan and such Serviced Whole Loan continues
to be serviced and administered under this Agreement notwithstanding such Liquidation Event, then the applicable Servicing Fee shall
continue to accrue and be payable as if such Liquidation Event did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan
basis, from payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as
otherwise provided by Section 3.05(a). The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect
of any Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation
Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a).
Except as set forth in the next two sentences, the third paragraph of this Section 3.11(a), Section 6.03,
Section 6.05 and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole
or in part (except in connection with a transfer of all of the Master Servicer’s duties and obligations hereunder to a successor
servicer in accordance with the terms hereof). With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable
to the Master Servicer from amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the related
Intercreditor Agreement.


The Master Servicer shall
be entitled to retain, and shall not be required to deposit in the Collection Account pursuant to Section 3.04(a), additional
servicing compensation (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts to the extent
collected from the related Mortgagor: (i) 100% of any defeasance fees actually collected during the related Collection Period in
connection with the defeasance of a Mortgage Loan or Serviced Whole Loan, if applicable (provided, that for the avoidance of doubt,
any such defeasance fee shall not include any Modification Fees in connection with a defeasance with respect to any Major Decisions or
Special Servicer Decisions); (ii) (x) 50% of Excess Modification Fees actually collected during the related Collection Period related
to Non-Specially Serviced Loans (and any related Serviced Companion Loan) and paid in connection with a consent, approval or other action
that is a Major Decision or Special Servicer Decision (in each case, regardless of who processes such consent, approval or other action)
and (y) 100% of




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Excess Modification Fees actually collected
during the related Collection Period related to Non-Specially Serviced Loans (and any related Serviced Companion Loan) and paid in connection
with a consent, approval or other action that does not involve a Major Decision or Special Servicer Decision (provided, that the
Master Servicer shall receive 25% of any COVID Modification Fees with respect to any performing loan); (iii) (x) 100% of assumption fees,
waiver fees, loan service transaction fees, earnout fees and other similar fees collected during the related Collection Period with respect
to Non-Specially Serviced Loans (and any related Serviced Companion Loan) in connection with a consent, approval or other action that
does not involve a Major Decision or a Special Servicer Decision, and (y) 50% of assumption fees, waiver fees, loan-service transaction
fees, earnout fees or other similar fees and other similar items collected during the related Collection Period with respect to Non-Specially
Serviced Loans (and any related Serviced Companion Loan) in connection with a consent, approval or other action that is a Major Decision
or a Special Servicer Decision (in each case, regardless of who processes such consent, approval or other action); (iv) 100% of assumption
application fees and other similar fees collected during the related Collection Period with respect to Serviced Mortgage Loans (and any
related Serviced Companion Loan) for which the Master Servicer is processing the underlying assumption transaction (whether or not consent
of the Special Servicer is required); (v) (x) 100% of consent fees on Non-Specially Serviced Loans (and any related Serviced Companion
Loan) in connection with a consent that does not involve a Major Decision or a Special Servicer Decision, and (y) 50% of consent fees
on Non-Specially Serviced Loans (and any related Serviced Companion Loan) in connection with a consent that is a Major Decision or a Special
Servicer Decision (in each case, regardless of who processes such consent, approval or other action); (vi) with respect to accounts held
by the Master Servicer, any and all amounts collected for checks returned for insufficient funds on all Mortgage Loans and any Serviced
Companion Loan and reasonable review fees in connection with any Mortgagor request to the extent such review fees are not prohibited under
the related Mortgage Loan documents, in each case only to the extent actually paid by or on behalf of the related Mortgagor and shall
not be required to deposit such amounts in the Collection Account or the Companion Distribution Account pursuant to Section 3.04(a)
or Section 3.04(b), respectively. Subject to Section 3.11(d), the Master Servicer shall also be entitled to additional servicing
compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d); (ii) 100% of charges for beneficiary
statements or demands actually paid by the related Mortgagors relating to the accounts held by the master servicer pursuant to this Agreement
or the Mortgage Loan documents; (iii) interest or other income earned on deposits in the Investment Accounts maintained by the Master
Servicer, in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to any
such Investment Account for each Collection Period and, further, in the case of the Servicing Account, only to the extent such interest
or other income is not required to be paid to any Mortgagor under applicable law or under the related Mortgage Loan or Trust Subordinate
Companion Loan to be paid to the Mortgagor), and (iv) the difference, if positive, between Prepayment Interest Excesses and Prepayment
Interest Shortfalls collected on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) or Trust Subordinate Companion Loan and
any Serviced Companion Loan, during the related Collection Period to the extent not required to be paid as Compensating Interest Payments.
The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities
hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket
Insurance Policy insuring against




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hazard losses pursuant to Section 3.07),
if and to the extent such expenses are not payable directly out of the Collection Account and the Master Servicer shall not be entitled
to reimbursement therefor except as expressly provided in this Agreement.


With respect to any of the
preceding fees as to which both the Master Servicer and the Special Servicer are entitled to receive a portion thereof (other than a split
fee with respect to Penalty Charges), the Master Servicer and the Special Servicer shall each have the right, but not any obligation,
to reduce or elect not to charge or waive only its respective portion of such fee; provided that (A) neither the Master Servicer
nor the Special Servicer shall have the right to reduce or elect not to charge or waive the portion of any such fee due to the other and
(B) to the extent either the Master Servicer or the Special Servicer exercises its right to reduce or elect not to charge or waive
its respective portion in any such fee, the party that reduced, waived or elected not to charge its respective portion of such fee shall
not have any right to share in any part of the other party’s portion of such fee. If the Master Servicer decides not to charge any
fee (other than with respect to Penalty Charges), the Special Servicer shall nevertheless be entitled to charge its portion of the related
fee to which the Special Servicer would have been entitled if the Master Servicer had charged a fee and the Master Servicer shall not
be entitled to any of such fee charged by the Special Servicer. For the avoidance of doubt, the Special Servicer may, in connection with
a workout or other modification of a Mortgage Loan and without consent of the Master Servicer, waive any or all related Penalty Charges,
regardless of who is entitled to receive such payments as compensation.


Notwithstanding anything
herein to the contrary, KeyBank National Association may, at its option, assign or pledge to any third party or retain for itself the
Transferable Servicing Interest with respect to any Mortgage Loan and any Serviced Companion Loan (and any successor REO Loan); provided,
however, that in the event of any resignation or termination of KeyBank National Association, as Master Servicer, all or any portion
of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the
Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements of Section 6.05 and who requires
market rate servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rate, and any such assignment
of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement and such reduction. The
Master Servicer shall pay any Transferable Servicing Interest to the holder of such Transferable Servicing Interest at such time and to
the extent the Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination
of KeyBank National Association as the Master Servicer hereunder (subject to reduction pursuant to the preceding sentence).


(b)                               As
compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with respect to
each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to a Non-Serviced Mortgaged
Property). As to each Specially Serviced Loan and REO Loan, the Special Servicing Fee shall accrue from time to time at the Special Servicing
Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced Loan or REO Loan, as the case
may be, and in the same manner as interest is calculated on the Specially Serviced Loans or REO Loans, as the case may be, and, in connection
with any partial month interest payment, for the same period respecting which any related interest payment due on such




    	 	-241-	 



    


    

Specially Serviced Loan or deemed to be due
on such REO Loan is computed. The Special Servicing Fee with respect to any Specially Serviced Loan or REO Loan shall cease to accrue
if a Liquidation Event occurs with respect to the related Mortgage Loan or Trust Subordinate Companion Loan. The Special Servicing Fee
shall be payable monthly, on a loan-by-loan basis, in accordance with the provisions of Section 3.05(a). The right
to receive the Special Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Special
Servicer’s responsibilities and obligations under this Agreement. The Special Servicer shall not be entitled to any Special Servicing
Fees with respect to a Non-Serviced Mortgage Loan.


(c)                                The
Special Servicer shall be entitled to additional servicing compensation in the form of (i)(x) 100% of all Excess Modification
Fees actually collected during the related Collection Period with respect to any Specially Serviced Loan (to the extent not prohibited
by the related Intercreditor Agreement) or any successor REO Loan and (y) 75% of any fees collected with respect to any COVID Modification
with respect to any performing loan; (ii)(x) 50% of Excess Modification Fees collected during the related Collection Period with respect
to Non-Specially Serviced Loans (and any related Serviced Companion Loan) in connection with a consent, approval or other action that
is a Major Decision or Special Servicer Decision (in each case, regardless of who processes such consent, approval or other action) and
(y) 100% of any fees collected with respect to any COVID Modification with respect to any Specially Serviced Loan; (iii)(x) 100% of assumption
fees, waiver fees, loan-service transaction fees, earnout fees and other similar fees collected during the related Collection Period
with respect to Specially Serviced Loans (and any related Serviced Companion Loan to the extent not prohibited by the related Intercreditor
Agreement) and (y) 50% of assumption fees, waiver fees, loan-service transaction fees and earnout fees and other similar items collected
during the related Collection Period with respect to Non-Specially Serviced Loans (and any related Serviced Companion Loan) in connection
with a consent, approval or other action that is a Major Decision or a Special Servicer Decision (in each case, regardless of who processes
such consent, approval or other action); (iv) 100% of assumption application fees and other similar fees collected during the related
Collection Period with respect to Mortgage Loans (and any related Serviced Companion Loan, if applicable) for which the Special Servicer
is processing the underlying assumption transaction; (v)(x) 100% of consent fees on Specially Serviced Loans (and any related Serviced
Companion Loan) in connection with a consent that involves no modification, waiver or amendment of the terms of any Mortgage Loan (or
Serviced Companion Loan, as applicable), or that are Mortgages Loans that are not Specially Serviced Loans in connection with a consent
that involves no modification, waiver or amendment of the terms of any Mortgage Loan (or Serviced Companion Loan, as applicable) that
is a Special Servicer Decision processed by the Special Servicer and (y) 50% of consent fees on Non-Specially Serviced Loans (and any
related Serviced Companion Loan) in connection with a consent that involves no modification, waiver or amendment of the terms of any
Mortgage Loan (or Serviced Companion Loan, as applicable) and is paid in connection with a consent that involves a Major Decision or
a Special Servicer Decision (in each case, regardless of who processes such consent, approval or other action); (vi) 100% of charges
for beneficiary statements or demands actually paid by the Mortgagors relating to the accounts held by the Special Servicer pursuant
to this Agreement or the Mortgage Loan documents; (vii) with respect to the accounts held by the Special Servicer, 100% of charges by
the Special Servicer collected for checks returned for insufficient funds, and (viii) Penalty Charges paid by the Mortgagors and accrued
while the related Mortgage Loans were Specially




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Serviced Loans to the extent provided in Section
3.11(d) (excluding Special Servicing Fees, Liquidation Feeds and Workout Fees). Subject to Section 3.11(d), the Special Servicer
shall also be entitled to additional servicing compensation in the form of interest or other income earned on deposits relating to the
Trust Fund in the REO Account and the Loss of Value Reserve Fund in accordance with Section 3.06(b) (but only to the extent of
the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution Date to and
including the P&I Advance Date related to such Distribution Date). In addition, the Special Servicer shall be entitled to charge any
Mortgagor for, and retain as additional servicing compensation (other than with respect to any Non-Serviced Mortgage Loan), reasonable
review fees in connection with any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage Loan
documents, and are actually paid by or on behalf of the related Mortgagor. The Special Servicer shall also be entitled to additional servicing
compensation in the form of a Workout Fee equal to the lesser of (i) the amount calculated with respect to each Corrected Loan at the
Workout Fee Rate on such Corrected Loan for so long as it remains a Corrected Loan and (ii) $1,000,000 in the aggregate with respect to
any particular workout of a Corrected Loan; provided, however, that after receipt by the Special Servicer of Workout Fees
with respect to such Corrected Loan in an amount equal to $25,000, any Workout Fees in excess of such amount shall be reduced by the Excess
Modification Fee Amount; provided, further, however, that in the event the Workout Fee collected over the course
of such workout calculated at the Workout Fee Rate is less than $25,000, then the Special Servicer shall be entitled to an amount from
the final payment on the related Corrected Loan (including any related Serviced Companion Loan) that would result in the total Workout
Fees payable to the Special Servicer in respect of that Corrected Loan (including any related Serviced Companion Loan) equal to $25,000.
The Workout Fee shall be reduced (but not below zero) pursuant to the preceding sentence with respect to each collection on such Corrected
Loan from which fee would otherwise be payable until an amount equal to such Excess Modification Fee Amount has been deducted in full.
The Workout Fee with respect to any Corrected Loan will cease to be payable if such loan again becomes a Specially Serviced Loan; provided
that a new Workout Fee will become payable if and when such Specially Serviced Loan again becomes a Corrected Loan. The Special Servicer
shall not be entitled to any Workout Fee with respect to a Non-Serviced Mortgage Loan. If the Special Servicer is terminated (other than
for cause) or resigns, it shall retain the right to receive any and all Workout Fees payable in respect of Mortgage Loans or any related
Companion Loan that became Corrected Loans prior to the time of that termination or resignation except the Workout Fees will no longer
be payable if the Corrected Loan subsequently becomes a Specially Serviced Loan. If the Special Servicer resigns or is terminated (other
than for cause), it will receive any Workout Fees payable on Specially Serviced Loans for which the resigning or terminated Special Servicer
had determined to grant a forbearance or cured the event of default through a modification, restructuring or workout negotiated by the
Special Servicer and evidenced by a signed writing, but which had not as of the time the Special Servicer resigned or was terminated become
a Corrected Loan solely because the Mortgagor had not made three consecutive timely Periodic Payments and which subsequently becomes a
Corrected Loan as a result of the Mortgagor making such three consecutive timely Periodic Payments. The successor special servicer shall
not be entitled to any portion of such Workout Fees. The Special Servicer shall not be entitled to receive any Workout Fees after termination
for cause. A Liquidation Fee shall be payable with respect to each Specially Serviced Loan (other than a Non-Serviced Mortgage Loan) or
REO Property (other than a Non-Serviced




    	 	-243-	 



    


    

Mortgaged Property) as to which the Special
Servicer receives any Liquidation Proceeds or Insurance and Condemnation Proceeds subject to the exceptions set forth in the definition
of Liquidation Fee (such Liquidation Fee to be paid out of such Liquidation Proceeds, Insurance and Condemnation Proceeds). If, however,
Liquidation Proceeds or Insurance and Condemnation Proceeds are received with respect to any Corrected Loan and the Special Servicer is
properly entitled to a Workout Fee, such Workout Fee will be payable based on and out of the portion of such Liquidation Proceeds and
Insurance and Condemnation Proceeds that constitute principal and/or interest on such Mortgage Loan. Notwithstanding anything herein to
the contrary, the Special Servicer shall only be entitled to receive a Liquidation Fee or a Workout Fee, but not both, with respect to
proceeds on any Mortgage Loan. Notwithstanding the foregoing, with respect to any Companion Loan, the Liquidation Fee, Workout Fee and
Special Servicing Fees, if any, will be computed as provided in the related Intercreditor Agreement or to the extent such Intercreditor
Agreement is silent or refers to this Agreement or indicates such fees are paid in accordance with this Agreement, as provided herein
as though such Companion Loan were a Mortgage Loan. Subject to Section 3.11(d), the Special Servicer will also be entitled to additional
fees in the form of Penalty Charges. The Special Servicer shall be required to pay out of its own funds all expenses incurred by it in
connection with its servicing activities hereunder (including, without limitation, payment of any amounts, other than management fees
in respect of REO Properties, due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy obtained by
it insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not expressly payable directly
out of the Collection Account or the REO Account, and the Special Servicer shall not be entitled to reimbursement therefor except as expressly
provided in this Agreement.


With respect to any of the
preceding fees as to which both the Master Servicer and the Special Servicer are entitled to receive a portion thereof (other than with
respect to Penalty Charges), the Master Servicer and the Special Servicer shall each have the right in their sole discretion, but not
any obligation, to reduce or elect not to charge or waive only its respective portion of such fee; provided that (A) neither
the Master Servicer nor the Special Servicer shall have the right to reduce or elect not to charge or waive the portion of any such fee
due to the other and (B) to the extent either the Master Servicer or the Special Servicer exercises its right to reduce or elect
not to charge or waive only its respective portion in any such fee, the party that reduced, waived or elected not to charge its respective
portion of such fee shall not have any right to share in any part of the other party’s portion of such fee.  If the Master
Servicer decides not to charge any fee (other than with respect to Penalty Charges), the Special Servicer shall nevertheless be entitled
to charge its portion of the related fee to which the Special Servicer would have been entitled if the Master Servicer had charged a fee
and the Master Servicer shall not be entitled to any of such fee charged by the Special Servicer. Similarly, if the Special Servicer decides
not to charge any fee (other than with respect to Penalty Charges), the Master Servicer shall nevertheless be entitled to charge its portion
of the related fee to which the Master Servicer would have been entitled if the Special Servicer had charged a fee and the Special Servicer
shall not be entitled to any portion of such fee charged by the Master Servicer.


The Park West Village Special
Servicer shall act as Special Servicer for the Park West Village Whole Loan and shall be entitled to all special servicing compensation
related thereto.




    	 	-244-	 



    


    

(d)                               In determining the compensation of the Master Servicer or Special Servicer, as applicable, with respect to Penalty Charges, on
any Distribution Date, the aggregate Penalty Charges collected on any Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any
related Companion Loan since the prior Distribution Date shall be applied (in such order) to reimburse (i) the Master Servicer,
the Special Servicer or the Trustee for interest on Advances on such Mortgage Loan or related Companion Loan, if applicable (and, in
connection with a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer, the applicable Non-Serviced Special
Servicer or the applicable Non-Serviced Trustee for interest on the Servicing Advances made by any such party with respect to a Non-Serviced
Whole Loan pursuant to the applicable Non-Serviced PSA, to the extent not prohibited by the applicable Non-Serviced Intercreditor
Agreement) due on such Distribution Date, (ii) the Trust for all interest on Advances previously paid to the Master Servicer or
the Trustee pursuant to Section 3.05(a)(vi) hereof (and, in connection with a Non-Serviced Mortgage Loan, the related
trust for all interest on Servicing Advances reimbursed by such trust to any party under the applicable Non-Serviced PSA, which resulted
in an additional expense for the Trust, to the extent not prohibited by the applicable Non-Serviced Intercreditor Agreement) with
respect to such Mortgage Loan or related Companion Loan, if applicable and (iii) the Trust for all additional expenses of the
Trust (other than Special Servicing Fees, Workout Fees and Liquidation Fees), including without limitation, inspections by the Special
Servicer and all unpaid Advances incurred since the Closing Date with respect to such Mortgage Loan. Penalty Charges (other than with
respect to a Non-Serviced Mortgage Loan, which shall be payable as additional servicing compensation under the related Non-Serviced
PSA) remaining thereafter shall be distributed to the Master Servicer, if and to the extent accrued while such Mortgage Loan and any
related Companion Loan was a Non-Specially Serviced Loan, and to the Special Servicer, if and to the extent accrued on such Mortgage
Loan during the period such Mortgage Loan was a Specially Serviced Loan or REO Loan. Any Penalty Charges paid or payable as additional
servicing compensation to the Master Servicer and the Special Servicer shall be distributed between the Master Servicer and the Special
Servicer, on a pro rata basis, based on the Master Servicer’s and Special Servicer’s respective entitlements to such
compensation described in the previous sentence. Notwithstanding the foregoing, Penalty Charges with respect to any Companion Loan will
be allocated pursuant to the applicable Intercreditor Agreement after payment of all related Advances and interest thereon and additional
expenses of the Trust in accordance with this Section 3.11(d).


If a Servicing Shift Whole
Loan becomes a Specially Serviced Loan prior to the applicable Servicing Shift Date, the Special Servicer shall service and administer
such Servicing Shift Whole Loan and any related REO Property in the same manner as any other Specially Serviced Loan or Serviced REO Property
and shall be entitled to all rights and compensation earned with respect to such Serviced Whole Loan as the Special Servicer of such Serviced
Whole Loan. With respect to a Servicing Shift Mortgage Loan, prior to the applicable Servicing Shift Date, no other special servicer shall
be entitled to any such compensation or have such rights and obligations. If a Servicing Shift Whole Loan is still a Specially Serviced
Loan on the applicable Servicing Shift Date, the Non-Serviced Special Servicer and the Special Servicer shall be entitled to compensation
with respect to such Servicing Shift Whole Loan as if the Special Servicer were being terminated as the Special Servicer with respect
to such Servicing Shift Whole Loan and the Non-Serviced Special Servicer were replacing the Special Servicer as the successor Special
Servicer with respect to such Servicing Shift Whole Loan.




    	 	-245-	 



    


    

(e)                                With respect to each Distribution Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer within
two (2) Business Days following the Determination Date, and the Master Servicer shall deliver, to the extent it has received, to the
Certificate Administrator, without charge and on the P&I Advance Date, an electronic report (which may include HTML, Word or Excel
compatible format, clean and searchable PDF format or such other format as mutually agreeable between the Certificate Administrator and
the Special Servicer) that discloses and contains an itemized listing of any Disclosable Special Servicer Fees received by the Special
Servicer or any of its Affiliates, if any, with respect to such Distribution Date; provided that no such report shall be due in
any month during which no Disclosable Special Servicer Fees were received.


(f)                                  The
Special Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration (including,
without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing arrangement) from
any Person (including, without limitation, the Trust, any Mortgagor, any property manager, any guarantor or indemnitor in respect of
a Mortgage Loan and any purchaser of any Mortgage Loan or REO Property) in connection with the disposition, workout or foreclosure of
any Mortgage Loan, the management or disposition of any REO Property, or the performance of any other special servicing duties under
this Agreement, other than as expressly provided in this Section 3.11; provided that such prohibition shall not
apply to Permitted Special Servicer/Affiliate Fees.


(g)                               Pursuant
to the CREFC® License Agreement, CREFC® shall be paid (according to the payment instructions set forth
on Exhibit JJ hereto or such other payment instructions as CREFC® may provide to the Master Servicer in
writing at least two (2) Business Days prior to the P&I Advance Date) the CREFC® Intellectual Property Royalty License
Fee on a monthly basis. The Master Servicer shall withdraw from the Collection Account and, to the extent sufficient funds are on deposit
therein, pay the CREFC® Intellectual Property Royalty License Fee to CREFC® in accordance with Section 3.05(a)(xii)
on a monthly basis, from funds on deposit in the Collection Account.


Section 3.12                   Inspections;
Collection of Financial Statements. (a)  The Master Servicer shall perform (at its own expense), or shall cause to
be performed (at its own expense), a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other than a Non-Serviced
Mortgage Loan or a Specially Serviced Loan or an REO Property) with a Stated Principal Balance of (i) $2,000,000 or more at least
once every twelve (12) months and (ii) less than $2,000,000 at least once every twenty-four (24) months, in each case, commencing
in the calendar year 2023; provided, however, that if a physical inspection has been performed by the Special Servicer
in the previous twelve (12) months and the Master Servicer has no knowledge of a material change in the Mortgaged Property since such
physical inspection, the Master Servicer will not be required to perform or cause to be performed, such physical inspection; provided,
further, that if any scheduled payment becomes more than sixty (60) days delinquent on the related Mortgage Loan, the Special
Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes
a Specially Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loan. The cost of such
inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust,
and, to




    	 	-246-	 



    


    

the extent not paid by the related Mortgagor,
reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant
to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to
the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari
passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective
Stated Principal Balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion
Loan and then, pro rata and pari passu, from the related Serviced Mortgage Loan and the related Serviced Pari Passu
Companion Loan (if any), in accordance with the respective Stated Principal Balances of the related Serviced Mortgage Loan and Serviced
Pari Passu Companion Loan (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise
modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan
are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan), in each case, prior to being payable out of general
collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each
such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying
the existence of (i) any vacancies at the Mortgaged Property that the preparer of such report has knowledge of and the Master Servicer
or Special Servicer, as applicable, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the
preparer of such report has knowledge or that is evident from the inspection, (iii) any adverse change in the condition of the Mortgaged
Property of which the preparer of such report has knowledge or that is evident from the inspection, and that the Master Servicer or Special
Servicer, as applicable, deems material, (iv) any visible material waste committed on the Mortgaged Property of which the preparer
of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Property. The
Special Servicer and the Master Servicer shall deliver or, if applicable, make available on its website a copy (in electronic format)
of each such report prepared by the Special Servicer or the Master Servicer, as applicable, to the other party, to the Directing Certificateholder
((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded
Loan) and to the Trustee within seven (7) Business Days after the later of (i) the completion of such report or (ii) the Special Servicer’s
or the Master Servicer’s, as applicable, receipt of such report; provided, that the Special Servicer or the Master Servicer,
as applicable, shall use reasonable efforts to obtain such report within 30 days after completion of the related inspection. Within five
(5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable,
shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer,
as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website. In respect of
any Mortgage Loan other than an Excluded Loan that is a Specially Serviced Loan and prior to the occurrence and continuance of a Consultation
Termination Event, the Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and
upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice).


(b)                               The
Special Servicer, in the case of any Specially Serviced Loan, and the Master Servicer, in the case of any Non-Specially Serviced
Loan shall make reasonable efforts to collect promptly from each related Mortgagor quarterly and annual operating statements,




    	 	-247-	 



    


    

financial statements, budgets and rent rolls
of the related Mortgaged Property commencing with the calendar quarter ending September 30, 2022 and the calendar year ending on December
31, 2022, and the quarterly and annual financial statements of such Mortgagor and review such items in connection with the preparation
of the CREFC® Operating Statement Analysis Reports and CREFC® NOI Adjustment Worksheets, whether or not
delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required
to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant
to the terms of the related Mortgage Loan (and each Serviced Companion Loan) documents. The Master Servicer and the Special Servicer shall
not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver
such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause quarterly and annual
operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items
promptly following their preparation. The Special Servicer shall deliver all such items to the Master Servicer within five (5) Business
Days of receipt, and the Master Servicer shall make available on its website copies of all the foregoing items so collected to the Trustee,
the Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic format, in each case within sixty (60)
days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing June 30,
2023. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer shall deliver
or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s
Website. Upon the request of any NRSRO to receive copies of any portion of such items, the Master Servicer or the Special Servicer, as
applicable, shall deliver or make available additional copies of the requested items so collected thereby to the 17g-5 Information Provider
pursuant to Section 3.13(c).


Within forty-five (45) days
after receipt by the Master Servicer, with respect to all Non-Specially Serviced Loans it is responsible for servicing hereunder, or the
Special Servicer with respect to Specially Serviced Loans and REO Properties (other than any Non-Serviced Mortgaged Property), of any
quarterly and annual operating statements or rent rolls beginning with the quarter ending March 31, 2023 (if the related Mortgagor provides
sufficient information to report pursuant to CREFC® guidelines) and the calendar year ending December 31, 2023 with respect
to any Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or REO Property, such Master Servicer or
Special Servicer, as applicable, shall, based upon such operating statements or rent rolls received, prepare (or, if previously prepared,
update) the analysis of operations and the CREFC® NOI Adjustment Worksheet and the CREFC® Operating Statement
Analysis Report; provided that any such CREFC® Operating Statement Analysis Report and/or CREFC®
NOI Adjustment Worksheet shall not be required to be prepared or updated with respect to year-end or the first calendar quarter of
each year to the extent provided by the then-current CREFC® Investor Reporting Package. Upon the occurrence and continuation
of a Servicing Transfer Event, the Master Servicer shall provide the Special Servicer with all prior CREFC® Operating Statement
Analysis Reports and CREFC® NOI Adjustment Worksheets for the related Mortgage Loan (including underwritten figures), and
the Special Servicer’s obligations hereunder shall be subject to its having received all such reports. The Master Servicer (with
respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall,
upon request of any Rating




    	 	-248-	 



    


    

Agency (which request may be made directly
to the Master Servicer or the Special Servicer, as applicable, concurrently with posting such request on the 17g-5 Information Provider’s
Website via the Rating Agency Q&A Forum and Document Request Tool), deliver or make available copies electronically of operating statements
and rent rolls received from any Mortgagor to the 17g-5 Information Provider pursuant to Section 3.13(c) and 3.13(d), and
the Master Servicer and Special Servicer shall, upon request, make available to the other and (prior to the occurrence of a Consultation
Termination Event) the Directing Certificateholder electronically monthly copies of all the foregoing items so collected thereby. All
CREFC® Operating Statement Analysis Reports and CREFC® NOI Adjustment Worksheets shall be maintained by
the Master Servicer with respect to each Mortgaged Property (other than a Non-Serviced Mortgaged Property) and REO Property (other
than any Non-Serviced Mortgaged Property), and the Master Servicer shall deliver or make available copies (in electronic format) thereof
and the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revision
thereof) upon request of the Certificate Administrator to the Certificate Administrator (notwithstanding the Certificate Administrator’s
receipt of the same pursuant to Section 3.12(b)) and upon request of a Rating Agency to the 17g-5 Information Provider (and the
17g-5 Information Provider shall post all such items to the 17g-5 Information Provider’s Website), and, upon request of any
of the following, shall make such items available to the Operating Advisor, the Directing Certificateholder, and with respect to any Serviced
Companion Loan, the related Companion Holder and the Special Servicer. The Master Servicer shall maintain a CREFC® Operating
Statement Analysis Report and a CREFC® NOI Adjustment Worksheet with respect to each Mortgaged Property (other than a Non-Serviced
Mortgaged Property) or REO Property (other than a Non-Serviced Mortgaged Property).


(c)                                At
or before 2:00 p.m. (New York City time) on each Determination Date, the Special Servicer shall prepare and deliver or cause to
be delivered to the Master Servicer and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing Certificateholder,
the CREFC® Special Servicer Loan File and any applicable CREFC® Loan Liquidation Reports, CREFC®
Loan Modification Reports and CREFC® REO Liquidation Reports with respect to the Specially Serviced Loans (excluding,
for the Directing Certificateholder, any Excluded Loans) and any REO Properties (other than a Non-Serviced Mortgaged Property), providing
the information required of the Special Servicer in an electronic format, reasonably acceptable to the Master Servicer as of the Business
Day preceding such Determination Date, which CREFC® Special Servicer Loan File shall include data, to enable the Master
Servicer to produce the following supplemental CREFC® reports: (i) a CREFC® Delinquent Loan Status
Report, (ii) a CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report, (iii) a
CREFC® REO Status Report, (iv) a CREFC® Comparative Financial Status Report and (v) a CREFC®
NOI Adjustment Worksheet and a CREFC® Operating Statement Analysis Report, in each case with the supporting financial
statements, budgets, operating statements and rent rolls submitted by the Mortgagor.


(d)                               Not
later than 5:00 p.m. (New York City time) on the P&I Advance Date beginning October 2022, the Master Servicer shall prepare
(if and to the extent necessary) and deliver or cause to be delivered in electronic format to the Certificate Administrator the following
reports and data files with respect to the Mortgage Loans: (A) to the extent the Master Servicer has received the CREFC®
Special Servicer Loan File at the time required, the most recent CREFC® Delinquent Loan Status Report, CREFC®
Historical Loan




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Modification/Forbearance and Corrected Mortgage
Loan Report and the CREFC® REO Status Report, (B) CREFC® Loan Setup File (with respect to the first
Distribution Date), (C) the most recent CREFC® Property File, and CREFC® Comparative Financial Status
Report (in each case incorporating the data required to be included in the CREFC® Special Servicer Loan File pursuant to
Section 3.12(c) by the Special Servicer and Master Servicer), (D) a CREFC® Servicer Watch List with information
that is current as of such Determination Date, (E) CREFC® Financial File, (F) CREFC® Loan Level
Reserve/LOC Report, (G) the CREFC® Advance Recovery Report, (H) CREFC® Total Loan Report and (I)
the report on Disclosable Special Servicer Fees delivered pursuant to Section 3.11(e) to the extent received from the Special
Servicer, if any. Additionally, not later than 5:00 p.m. (New York City time) on the P&I Advance Date beginning October 2022,
the Master Servicer shall deliver or cause to be delivered in electronic format to the Certificate Administrator any applicable CREFC®
Loan Liquidation Reports, CREFC® Loan Modification Reports and CREFC® REO Liquidation Reports received from
the Special Servicer. Not later than 2:00 p.m. (New York City time) two (2) Business Days prior to the Distribution Date beginning in
October 2022, the Master Servicer shall deliver or cause to be delivered to the Certificate Administrator via electronic format the CREFC®
Loan Periodic Update File and the CREFC® Appraisal Reduction Amount Template, to the extent received by the Master Servicer
from the Special Servicer. In no event shall any report described in this subsection be required to reflect information that has not been
collected by or delivered to the Master Servicer, or any payments or collections not received by the Master Servicer, as of the close
of business on the Business Day prior to the Business Day on which the report is due. In no event shall any report described in this subsection
be required to reflect information that has not been collected by or delivered to the Master Servicer, or any payments or collections
not received by the Master Servicer, as of the close of business on the Business Day prior to the Business Day on which the report is
due.


Not later than 5:00 p.m.
(New York City time) two (2) calendar days following each Distribution Date (provided that if the second calendar day is not a Business
Day, then the immediately succeeding Business Day) beginning October 2022, the Master Servicer shall deliver to the Certificate Administrator
the CREFC® Schedule AL File in EDGAR-Compatible Format; provided, that the Master Servicer shall have no obligation
to prepare or deliver any such CREFC® Schedule AL File or Schedule AL Additional File unless the Depositor has delivered
the items required by Section 2.01(i) in both EDGAR-Compatible Format and Excel Format. If the CREFC® Schedule AL
File is not provided by 5:00 p.m. (New York City time) on the date specified in the immediately preceding sentence, the Certificate Administrator
shall request such CREFC® Schedule AL File from the Master Servicer via email at KC_investor_reporting@keybank.com,
with a copy to the Depositor at daniel.vinson@barclays.com. In preparing the CREFC® Schedule AL File and any Schedule AL
Additional File for any given Distribution Date, and without any due diligence, investigation or verification, the Master Servicer shall
be entitled to conclusively rely, absent manifest error, on the content, completeness, accuracy and compliance with any applicable requirements
of Items 1111(h) and 1125 of Regulation AB and Item 601(b) of Regulation S-K under the Securities Act as in effect on the Closing Date
of the Initial Schedule AL File, Initial Schedule AL Additional File and the Annex A-1 to the Prospectus. The Master Servicer may concurrently
with the delivery of the related CREFC® Schedule AL File, deliver any related Schedule AL Additional File in EDGAR-Compatible
Format to the Certificate Administrator. The CREFC® Schedule AL File and the Schedule AL Additional File shall each be
a single file. Neither the Certificate




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Administrator nor the Master Servicer shall
be required to combine multiple CREFC® Schedule AL Files or Schedule AL Additional Files, unless, solely with respect to
the Master Servicer, multiple Sub-Servicers prepare and submit such CREFC® Schedule AL Files or Schedule AL Additional
Files to the Master Servicer. The Certificate Administrator shall not be required to review, redact, reconcile, edit or verify the content,
completeness or accuracy of the information contained in any CREFC® Schedule AL File or any Schedule AL Additional File.
The Certificate Administrator shall not be deemed to have actual knowledge of the contents of any CREFC® Schedule AL File
or Schedule AL Additional File solely by its receipt thereof.


In the absence of manifest
error, the Master Servicer shall be entitled to conclusively rely upon, without investigation or inquiry, any information and reports
delivered to it by any third party, and the Certificate Administrator shall be entitled to conclusively rely upon the Master Servicer’s
reports and the Special Servicer’s reports and any information provided by the Trustee, without any duty or obligation to recompute,
verify or recalculate any of the amounts and other information stated therein.


(e)                                The
Special Servicer shall deliver or make available to the Master Servicer the reports and information required of the Special Servicer
pursuant to Section 3.12(b) and Section 3.12(c), and the Master Servicer shall deliver or make available
to the Certificate Administrator the reports and data files set forth in Section 3.12(d). The Master Servicer may, absent manifest
error, conclusively rely on the reports and/or data to be provided by the Special Servicer pursuant to Section 3.12(b)
and Section 3.12(c). The Certificate Administrator may, absent manifest error, conclusively rely on the reports and/or
data to be provided by the Master Servicer pursuant to Section 3.12(d). In the case of information or reports to be furnished
by the Master Servicer to the Certificate Administrator pursuant to Section 3.12(d), to the extent that such information or reports
are, in turn, based on information or reports to be provided by the Special Servicer pursuant to Section 3.12(b) or Section 3.12(c)
and to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(b)
or Section 3.12(c), the Master Servicer shall have no obligation to provide such information or reports to the Certificate
Administrator until it has received the requisite information or reports from the Special Servicer, and the Master Servicer shall not
be in default hereunder due to a delay in providing the reports required by Section 3.12(d) caused by the Special Servicer’s
failure to timely provide any information or report required under Section 3.12(b) or Section 3.12(c) of
this Agreement.


(f)                                  Notwithstanding
the foregoing, however, the failure of the Master Servicer or Special Servicer to disclose any information otherwise required to be disclosed
by this Section 3.12 shall not constitute a breach of this Section 3.12 to the extent the Master Servicer
or Special Servicer so fails because such disclosure, in the reasonable belief of the Master Servicer or the Special Servicer, as the
case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting disclosure of information with
respect to the Mortgage Loans or Mortgaged Properties. The Master Servicer and Special Servicer may disclose any such information or
any additional information to any Person so long as such disclosure is consistent with applicable law and the Servicing Standard. The
Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate in its reasonable
discretion (without suggesting liability on the part of any other party hereto).




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(g)                               Unless otherwise specifically stated herein, if the Master Servicer or the Special Servicer is required to deliver or make available
any statement, report or information under any provisions of this Agreement, the Master Servicer or the Special Servicer, as the case
may be, may satisfy such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering
such statement, report or information in a commonly used electronic format or (z) except with respect to information to be provided
to the Directing Certificateholder prior to the occurrence of a Consultation Termination Event, making such statement, report or information
available on the Master Servicer’s Internet website (with respect to items delivered by the Master Servicer) or the Certificate
Administrator’s Website, unless this Agreement expressly specifies a particular method of delivery.


Notwithstanding anything
to the contrary in the foregoing, the Master Servicer and the Special Servicer shall deliver any required statements, reports or other
information to the Certificate Administrator in an electronic format mutually agreeable to the Certificate Administrator and the Master
Servicer or the Special Servicer, as the case may be. The Master Servicer or the Special Servicer may physically deliver a paper copy
of any such statement, report or information as a temporary measure due to system problems, however, copies in electronic format shall
follow upon the correction of such system problems.


Section 3.13                   Access
to Certain Information. (a)  Each of the Master Servicer and the Special Servicer shall provide or cause to be provided
to the Certificate Administrator, and the Certificate Administrator shall afford access to any Mortgage Loan Seller and to any Certificateholder
that is a federally insured financial institution, the OCC, the FDIC, the Board of Governors of the Federal Reserve System of the United
States of America and the supervisory agents and examiners of such boards and such corporations, and any other federal or state banking
or insurance regulatory authority that may exercise authority over any such Certificateholder, and to each Holder of a Non-Registered
Certificate, access to any documentation or information regarding the Mortgage Loans (other than any Non-Serviced Mortgage Loan) and,
in the case of a Mortgage Loan that is a portion of a Serviced Whole Loan, the related Companion Loan, and the Trust within its control
which may be required by applicable law. At the election of the Master Servicer, the Special Servicer or the Certificate Administrator,
such access may be afforded to such Person identified above by the delivery of copies of information as requested by such Person and
the Master Servicer, the Special Servicer or the Certificate Administrator shall be permitted to require payment (other than from the
Directing Certificateholder and the Trustee and the Certificate Administrator on its own behalf or on behalf of the Certificateholders,
as applicable) of a sum sufficient to cover the reasonable out-of-pocket costs incurred by it in making such copies. Such access
shall (except as described in the preceding sentence) be afforded without charge but only upon reasonable prior written request and during
normal business hours at the offices of the Certificate Administrator or the Custodian.


The failure of the Master
Servicer or Special Servicer to provide access as provided in this Section 3.13 as a result of a confidentiality obligation
shall not constitute a breach of this Section 3.13. In connection with providing information pursuant to this Section 3.13,
the Master Servicer and Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it for which it
is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided
by it a




    	 	-252-	 



    


    

reasonable statement regarding securities law
restrictions on such information and/or condition access to information on (x) the execution of a confidentiality agreement substantially
in the form of Exhibit X, or (y) execution of a “click-through” confidentiality agreement if such information
is being provided through the Master Servicer’s or the Special Servicer’s Internet website; (iii) withhold access to
confidential information or any intellectual property; and/or (iv) withhold access to items of information contained in the Servicing
File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage Loan
documents or would constitute a waiver of the attorney-client privilege. Notwithstanding any provision of this Agreement to the contrary,
the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required to be disclosed by it pursuant
to this Agreement shall not constitute a breach of this Agreement to the extent that the Master Servicer or the Special Servicer, as the
case may be, determines, in its reasonable good faith judgment consistent with the applicable Servicing Standard, that such disclosure
would violate applicable law or any provision of a Mortgage Loan or Companion Loan document prohibiting disclosure of information with
respect to the Mortgage Loans or Companion Loans or the Mortgaged Properties, constitute a waiver of the attorney-client privilege
on behalf of the Trust or the Trust or otherwise materially harm the Trust or the Trust. Without limiting the generality of the foregoing,
the Master Servicer or Special Servicer may refrain from disclosing information that it reasonably determines would prejudice the interest
of the Certificateholders with respect to a workout or exercise of remedies as to any particular Mortgage Loan or Trust Subordinate Companion
Loan.


Notwithstanding the limitation
set forth in the next succeeding paragraph, but subject to the last sentence of the immediately preceding paragraph, upon the reasonable
request of any Certificateholder (or with respect to any AB Subordinate Companion Loan related to a Serviced AB Whole Loan, the holder
of such AB Subordinate Companion Loan) that is a Privileged Person identified to the Master Servicer’s reasonable satisfaction,
the Master Servicer (with respect to Non-Specially Serviced Loans) and the Special Servicer (with respect to Specially Serviced Loans)
shall provide (or make available electronically) (at the expense of such Certificateholder or holder of such AB Subordinate Companion
Loan, as applicable) copies of any appraisals, operating statements, rent rolls and financial statements (in each case, solely relating
to the related Serviced Whole Loan, if requested by the holder of the an AB Subordinate Companion Loan) obtained by the Master Servicer
or the Special Servicer, as the case may be; provided that, in connection therewith, the Master Servicer or the Special Servicer,
as applicable, may require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable
to the Master Servicer or the Special Servicer, as applicable, generally to the effect that such Person is a Holder of Certificates, a
beneficial holder of Book-Entry Certificates (or an investment advisor for a Certificateholder or beneficial holder of Book-Entry
Certificates) or holder of such AB Subordinate Companion Loan and a Privileged Person and will keep such information confidential and
shall use such information only for the purpose of analyzing asset performance and evaluating any continuing rights the Certificateholder
or holder of such AB Subordinate Companion Loan, as applicable, may have under the Trust. Upon the request of any Privileged Person (other
than the NRSROs) to receive copies of annual operating statements, budgets and rent rolls either collected by the Master Servicer or the
Special Servicer or caused to be prepared by the Special Servicer in respect of each REO Property, the Master Servicer shall deliver or
make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s
Website.




    	 	-253-	 



    


    

For the avoidance of doubt, the Master Servicer
shall not make any Asset Status Reports available to any Certificateholders on its website. None of the parties to this Agreement shall
provide any Asset Status Report or any Final Asset Status Report to the Certificate Administrator.


Notwithstanding anything
to the contrary herein (other than as permitted in the preceding paragraph with respect to any Certificateholder or as specifically provided
for herein with respect to the Directing Certificateholder), unless required by applicable law or court order, no Certificateholder (except,
with respect to a Mortgage Loan Seller, to the extent necessary for such party to comply with its obligations under the related Mortgage
Loan Purchase Agreement, and except for the Master Servicer and the Certificate Administrator, acting in such capacities) or beneficial
owner shall be given access to, or be provided copies of, the Mortgage Files or Diligence Files.


(b)                               The
Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus, Distribution Date Statements,
Mortgage Loan Purchase Agreements, this Agreement and the Commission EDGAR filings referred to below will be available to the general
public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such items were prepared
by or delivered to the Certificate Administrator in electronic format:


(i)                                   The
following documents, which will initially be made available under a tab or heading designated “deal documents”:


(A)                 the
Prospectus and any other disclosure document relating to the Offered Certificates, in the form most recently provided to the Certificate
Administrator by the Depositor or by any Person designated by the Depositor;


(B)                   this
Agreement and any amendments and exhibits hereto;


(C)                  each
Sub-Servicing Agreement delivered to the Certificate Administrator on and after the Closing date;


(D)                  the
Mortgage Loan Purchase Agreements and any amendments and exhibits thereto; and


(E)                    the
CREFC® Loan Setup File provided by the Master Servicer to the Certificate Administrator;


(ii)                                the
following documents, which will initially be made available under a tab or heading designated “SEC EDGAR filings”;


(A)                 any
reports on Forms 10-D, 10-K, 8-K and ABS-EE that have been filed by the Certificate Administrator with respect
to the Trust through the EDGAR system;




    	 	-254-	 



    


    

(iii)                             The following documents, which will initially be made available under a tab or heading designated “periodic reports”:


(A)                 all
Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.02;


(B)                   the
CREFC® Loan Periodic Update File, the CREFC® Bond Level File, the CREFC® Collateral Summary
File, the CREFC® Property File, each of the “surveillance reports” identified as such in the definition of
“CREFC® Investor Reporting Package” (including, without limitation, the CREFC® Operating Statement
Analysis Report and the CREFC® NOI Adjustment Worksheets), the CREFC® Advance Recovery Report to the extent
delivered by the Master Servicer pursuant to this Agreement from time to time; and


(C)                   any Operating Advisor Annual Reports provided by the Operating Advisor;


(iv)                            The
following documents, which will initially be made available under a tab or heading designated “additional documents”:


(A)                 summaries
of Final Asset Status Reports or, prior to an AB Control Appraisal Period or a Park West Village Note B-A Control Appraisal Period, summaries
of Asset Status Reports approved by the holder of the related Companion Loan, and related information delivered to the Certificate Administrator
pursuant to Section 3.19(d);


(B)                   all
property inspection reports and environmental reports delivered to the Certificate Administrator pursuant to Section 3.12(a);
and


(C)                  any
Appraisals delivered to the Certificate Administrator pursuant to Section 3.19;


(D)                  the
CREFC® Appraisal Reduction Amount Template or a detailed worksheet showing the calculation of each Appraisal Reduction
Amount, Collateral Deficiency Amount, and Cumulative Appraisal Reduction Amount on a current and cumulative basis;


(v)                               The
following documents, which will initially be made available under a tab or heading designated “special notices”:


(A)                 any notice with respect to a release pursuant to Section 3.09(d);


(B)                   any
notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan pursuant to Section 3.18(e);


(C)                   any
notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(l);




    	 	-255-	 



    


    

(D)                  any notice of the occurrence of any Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered
pursuant to Section 7.01;


(E)                    any
notice of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and any other notice required
to be delivered to the Certificateholders pursuant to Section 12.01;


(F)                    any
Asset Review Report Summary received by the Certificate Administrator;


(G)                   [Reserved];


(H)                  any
notice of resignation of the Trustee or the Certificate Administrator, and any notice of the acceptance of appointment by the successor
trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


(I)                       any
Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


(J)                      any
notice of resignation or termination of the Master Servicer or Special Servicer pursuant to Section 7.03;


(K)                  any
notice of termination pursuant to Section 9.01;


(L)                    any
notice of resignation or termination of the Operating Advisor or the Asset Representations Reviewer and any notice of the acceptance
of appointment by the successor operating advisor or the successor asset representations reviewer pursuant to Section 3.26
or Section 12.03, respectively;


(M)               any
notice of any request by requisite percentage of Certificateholders for a vote to terminate the Special Servicer pursuant to Section 7.01(d),
the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer pursuant to Section 12.05(b);


(N)                  any
notice of recommendation of termination of the Special Servicer by the Operating Advisor and the related report prepared by the Operating
Advisor in connection with such recommendation;


(O)                  any
notice that a Control Termination Event or a Park West Village Control Appraisal Period has occurred or is terminated or that a Consultation
Termination Event has occurred or is terminated (provided that with respect to a Control Termination Event or a Consultation Termination
Event deemed to exist due solely to the existence of an Excluded Loan with respect to the Directing Certificateholder, the Certificate
Administrator will only be required to make available such notice of the occurrence and continuance of a Control Termination Event or
the notice of the occurrence and continuance of a




    	 	-256-	 



    


    

Consultation Termination Event to the extent
the Certificate Administrator has been notified of such Excluded Loan);


(P)                    any
notice that an Operating Advisor Consultation Event with respect to the Pooled Certificates and/or the Loan-Specific Certificates has
occurred or is terminated;


(Q)                  any
notice of the occurrence of an Operating Advisor Termination Event;


(R)                   any
notice of the occurrence of an Asset Representations Reviewer Termination Event;


(S)                    any Proposed Course of Action Notice;


(T)                   any
assessments of compliance delivered to the Certificate Administrator;


(U)                  any
attestation reports delivered to the Certificate Administrator;


(V)                   any
notice or documents provided to the Certificate Administrator by the Depositor or the Master Servicer with a direction to post such notice
or documents to the “Special Notices” tab;


(W)              any
“special notices” required by a Certificateholder to be posted on the Certificate Administrator’s website pursuant
to Section 5.06;


(vi)                            the
“Investor Q&A Forum” pursuant to Section 4.07(a);


(vii)                         solely
to any of the Certificateholders and the Certificate Owners that are Privileged Persons, the “Investor Registry” pursuant
to Section 4.07(b); and


(viii)                     the
“ U.S. Risk Retention Special Notices” tab relating to (A) with respect to the VRR Interest, the Risk Retention Certificates
and the Class PWV-RR Certificates any notices as to ongoing compliance by the Retaining Parties with the retention and hedging covenants
in any agreement between the Retaining Parties and the Retaining Sponsor in respect of compliance with credit risk retention regulations
and (B) with respect to the Loan-Specific Certificates, (x) the disclosure required pursuant to Section 246.4(c)(1)(ii) of the Risk Retention
Rule; and (y) any noncompliance of the applicable credit risk retention requirements under Section 15G of the Exchange Act by the Park
West Village Third Party Purchaser or a successor third party purchaser as and to the extent required under the credit risk retention
regulations, and the Certificate Administrator shall, in addition to posting the applicable notices on the “U.S. Risk Retention
Special Notices” tab, provide e-mail notification to any Privileged Person (other than market data providers) that has registered
to receive access to the Certificate Administrator’s Website that a notice has been posted to “U.S. Risk Retention Special
Notices” tab;




    	 	-257-	 



    


    

provided that with respect to a Control
Termination Event or a Consultation Termination Event that is deemed to exist due solely to the existence of an Excluded Loan, the Certificate
Administrator will only be required to provide notice of the occurrence and continuance of such event if it has been notified of or has
knowledge of the existence of such Excluded Loan.


The Certificate Administrator
shall, in addition to posting the applicable notices on the “U.S. Risk Retention Special Notices” tab described above, provide
email notification to any Privileged Person (other than Financial Market Publishers) that has registered to receive access to the Certificate
Administrator’s Website that a notice has been posted to the “U.S. Risk Retention Special Notices” tab.


For purposes of obtaining
information or access to the Certificate Administrator’s Website, all Excluded Information shall be made available under one separate
tab or heading rather than under the headings described above in the preceding paragraph.


The Certificate Administrator
shall post on the Certificate Administrator’s Website the items and reports identified in clauses (iii)(A) and (B)
above on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator, and on terms acceptable to the
Certificate Administrator, the Certificate Administrator shall make certain other information and reports related to the Mortgage Loans
available through its Internet website.


The Certificate Administrator
shall, in addition to posting the applicable notices on the “U.S. Risk Retention Special Notices” tab described above, provide
email notification to any Privileged Person (other than financial market publishers) that has registered to receive access to the Certificate
Administrator’s Website that a notice has been posted to the “U.S. Risk Retention Special Notices” tab.


Notwithstanding the foregoing,
all Excluded Information shall be made available under a separate tab or heading designated “Excluded Information” on the
Certificate Administrator’s Website (and not under any of the tabs or headings described in items (i) through (vii) above)
and made available to Privileged Persons other than any Excluded Controlling Class Holder that is a Borrower Party (unless a loan-by-loan
segregation is later performed by the Certificate Administrator in which case such access shall only be prohibited with respect to the
related Excluded Controlling Class Loan(s)).


Any Person (other than the
Directing Certificateholder or a Controlling Class Certificateholder) that is a Borrower Party shall only be entitled to access the Distribution
Date Statements and the following items made available to the general public: the Prospectus, this Agreement, the Mortgage Loan Purchase
Agreements and the SEC filings on the Certificate Administrator’s Website. In the case of the Directing Certificateholder, a Controlling
Class Certificateholder or a Park West Village Loan-Specific Controlling Class Certificateholder, if any such Person becomes an Excluded
Controlling Class Holder, upon delivery to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator
and the Trustee in physical form of an investor certification substantially in the form Exhibit P-1E and upon delivery to the Certificate
Administrator in physical form of an investor certification substantially in the form of Exhibit P-1F, which shall include each
of the CTSLink User ID associated with such Excluded Controlling Class Holder, such Excluded Controlling Class




    	 	-258-	 



    


    

Holder shall be entitled to access all information
(other than the Excluded Information with respect to any Excluded Controlling Class Loans (unless a loan-by-loan segregation is later
performed by the Certificate Administrator in which case such access shall only be prohibited with respect to the related Excluded Controlling
Class Loans)) available on the Certificate Administrator’s Website.


In the case of the Directing
Certificateholder, a Controlling Class Certificateholder or a Park West Village Loan-Specific Controlling Class Certificateholder that
is not an Excluded Controlling Class Holder, upon delivery of an investor certification substantially in the form of Exhibit P-1B
hereto, such Directing Certificateholder, Controlling Class Certificateholder or Park West Village Loan-Specific Controlling Class Certificateholder
shall be entitled to access all information on the Certificate Administrator’s Website. The Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator and the Trustee may each rely on (i) an investor certification in the form of
Exhibit P-1B hereto from the Directing Certificateholder, Controlling Class Certificateholder or Park West Village Loan-Specific
Controlling Class Certificateholder to the effect that such Person is not an Excluded Controlling Class Holder and (ii) an investor
certification in the form of Exhibit P-1D hereto from the Directing Certificateholder, Controlling Class Certificateholder or Park
West Village Loan-Specific Controlling Class Certificateholder to the effect that such Person is an Excluded Controlling Class Holder
with respect to one or more Excluded Controlling Class Loan(s). In the event the Directing Certificateholder, a Controlling Class Certificateholder
or a Park West Village Loan-Specific Controlling Class Certificateholder becomes an Excluded Controlling Class Holder, such party shall
promptly notify each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee
in writing substantially in the form of Exhibit P-1E that such party has become an Excluded Controlling Class Holder with respect
to the Excluded Controlling Class Loan(s) listed in such notice and shall also provide the Certificate Administrator a notice substantially
in the form of Exhibit P-1F listing each of the CTSLink User ID associated with such Excluded Controlling Class Holder and directing
the Certificate Administrator to restrict such Excluded Controlling Class Holder’s access to the Certificate Administrator’s
Website as and to the extent provided in this Agreement. Upon confirmation from the Certificate Administrator that such access has been
restricted, such Excluded Controlling Class Holder shall submit a new investor certification substantially in the form of Exhibit P-1D
to access the information on the Certificate Administrator’s Website, except that such Excluded Controlling Class Holder shall not
be entitled to access any Excluded Information related to any Excluded Controlling Class Loan(s) (unless a loan-by-loan segregation is
later performed by the Certificate Administrator in which case such access shall only be prohibited with respect to the related Excluded
Controlling Class Loan(s)) made available on the Certificate Administrator’s Website. With respect to any Excluded Information sent
for posting on the Certificate Administrator’s Website, each of the Master Servicer, the Special Servicer and the Operating Advisor
shall mark or label such information as “Excluded Information” prior to delivery to the Certificate Administrator, and the
Certificate Administrator shall segregate on the Certificate Administrator’s Website such Excluded Information (and, if possible
at a later time, on loan-by-loan basis) from information relating to other Mortgage Loans or Whole Loans, as applicable.


Notwithstanding anything
herein to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the
Trustee shall be




    	 	-259-	 



    


    

entitled to conclusively assume that the Directing
Certificateholder and all beneficial owners of the Certificates of the Controlling Class are not Excluded Controlling Class Holders except
to the extent that the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee, as
applicable, has received a notice substantially in the form of Exhibit P-1E from the Directing Certificateholder, a Controlling
Class Certificateholder or a Park West Village Loan-Specific Controlling Class Certificateholder that it has become an Excluded Controlling
Class Holder. None of the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator shall be liable
for any communication to the Directing Certificateholder or a Controlling Class Certificateholder that is an Excluded Controlling Class
Holder or disclosure of any information relating to an Excluded Controlling Class Loan (including any related Excluded Information delivered
to the Certificate Administrator for posting to the Certificate Administrator’s Website) if the Master Servicer, the Special Servicer,
the Operating Advisor or the Certificate Administrator, as applicable, did not receive prior written notice that the related Mortgage
Loan is an Excluded Controlling Class Loan and/or, with respect to any related Excluded Information posted on the Certificate Administrator’s
Website, such information was not delivered to the Certificate Administrator in accordance with Section 3.33(a).


Each of the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee shall be entitled to conclusively rely on delivery
from the Directing Certificateholder, a Controlling Class Certificateholder or a Park West Village Loan-Specific Controlling Class Certificateholder
of an investor certification substantially in the form of Exhibit P-1B that it is not or is no longer an Excluded Controlling Class
Holder. To the extent the Directing Certificateholder, a Controlling Class Certificateholder or a Park West Village Loan-Specific Controlling
Class Certificateholder receives access pursuant to this Agreement to any Excluded Information on the Certificate Administrator’s
Website or otherwise receives access to such Excluded Information, such Directing Certificateholder, Controlling Class Certificateholder
or Park West Village Loan-Specific Controlling Class Certificateholder shall be deemed to have agreed that it (i) will not directly
or indirectly provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling
Class Holder, (C) any employees or personnel of such Directing Certificateholder, Controlling Class Certificateholder or Park West
Village Loan-Specific Controlling Class Certificateholder or any of its Affiliate involved in the management of any investment in the
related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or
indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies
and procedures in place in order to comply with the obligations described in clause (i) above.


To the extent the Risk Retention
Consultation Party receives access pursuant to this Agreement to any information solely related to a Mortgage Loan or the Trust Subordinate
Companion Loan with respect to which such party is a Borrower Party (which shall include any Asset Status Reports, Final Asset Status
Reports (or summaries thereof), inspection reports related to Specially Serviced Loans conducted by the Special Servicer or any Excluded
Special Servicer and which may include any Operating Advisor reports delivered to the Certificate Administrator regarding such Special
Servicer’s net present value determination or any Appraisal Reduction Amount calculations delivered pursuant to Section 3.26(e),
and any Officer’s Certificates delivered by the Trustee, the Master Servicer or the Special Servicer,




    	 	-260-	 



    


    

supporting any determination that any Advance
was (or, if made, would be) a Nonrecoverable Advance, but in each case other than information with respect to such Mortgage Loan or Trust
Subordinate Companion Loan that is aggregated with information of other Mortgage Loans at a pool level), on the Certificate Administrator’s
Website or otherwise receives access to such information, the Risk Retention Consultation Party shall be deemed to have agreed that it
(i) will not directly or indirectly provide any such information to (A) the related Borrower Party, (B) any employees or
personnel of the Risk Retention Consultation Party or any of its Affiliates involved in the management of any investment in the related
Borrower Party or the related Mortgaged Property or (C) to its actual knowledge, any non-Affiliate that holds a direct or indirect
ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies and
procedures in place in order to comply with the obligations described in clause (i) above. For the avoidance of doubt, any
file or report contained in the CREFC® Investor Reporting Package (CREFC® IRP) (other than the CREFC®
Special Servicer Loan File relating to any such Excluded Controlling Class Loan) shall be considered information that is aggregated with
information of other Mortgage Loans at a pool level.


The Certificate Administrator
makes no representation or warranty as to the accuracy or completeness of any report, document or other information made available on
its Internet website and assumes no responsibility therefor, other than with respect to such reports, documents or other information prepared
by the Certificate Administrator. In addition, the Certificate Administrator may disclaim responsibility for any information distributed
by it for which it is not the original source. Notwithstanding anything herein to the contrary, the Certificate Administrator shall not
be liable for any disclosure of information relating to any Excluded Controlling Class Loan to the extent such information was included
in the Asset Status Report or the Final Asset Status Report delivered to the Certificate Administrator for posting to the Certificate
Administrator’s Website and not properly identified as relating to any Excluded Controlling Class Loan.


In connection with providing
access to the Certificate Administrator’s Website (other than with respect to access provided to the general public in accordance
with Section 3.13(b)), the Certificate Administrator may require registration and the acceptance of a disclaimer. The Certificate
Administrator shall not be liable for the dissemination of information in accordance herewith. Questions regarding the Certificate Administrator’s
Website can be directed to the Certificate Administrator’s CMBS customer service desk at (866) 846-4526.


(c)                                The
17g-5 Information Provider shall make available solely to the Depositor and the NRSROs the following items to the extent such items
are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at 17g5informationprovider@wellsfargo.com,
specifically with a subject reference of “BBCMS 2022-C17” and an identification of the type of information being provided
in the body of such electronic mail; or via any alternative electronic mail address following notice to the parties hereto or any other
delivery method established or approved by the 17g-5 Information Provider if or as may be necessary or beneficial:


(i)               
any notices of waivers under Section 3.08(c);




    	 	-261-	 



    


    

(ii)                                any Asset Status Report delivered by the Special Servicer under Section 3.19(d);


(iii)                             any
notice of final payment on the Certificates;


(iv)                            any
environmental reports delivered by the Special Servicer under Section 3.09(e);


(v)                               any
Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.19;


(vi)                            any
annual statements as to compliance and related Officer’s Certificates delivered under Section 11.09 or 11.10;


(vii)                         any
annual independent public accountants’ attestation reports delivered pursuant to Section 11.11;


(viii)                      any
notice to the Rating Agencies relating to the Special Servicer’s determination to take action without receiving Rating Agency Confirmation
from any Rating Agency as set forth in Section 3.25(a);


(ix)                              copies
of requests or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation;


(x)                                 any
requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.25(a);


(xi)                              any
notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment by the successor
trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


(xii)                           any
Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


(xiii)                        any
notice of a Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant to Section 7.01;


(xiv)                       any
notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09;


(xv)                          any
notice of any amendment that modifies the procedures herein relating to Rule 17g-5 of the Exchange Act pursuant to Section 13.01(a)(ix);


(xvi)                       any
Operating Advisor Annual Report pursuant to Section 3.26;


(xvii)                    any
summary of oral communication with the Rating Agencies or any written question or request from the Rating Agencies directed toward the
Master Servicer, Special Servicer, Certificate Administrator or Trustee regarding any of the




    	 	-262-	 



    


    

information delivered to the 17g-5
Information Provider pursuant to this Section 3.13(c) or regarding any request for a Rating Agency Confirmation or regarding
any of the Mortgage Loan documents or any matter related to the Certificates, Mortgage Loans, any related Companion Loan, the related
Mortgaged Properties, the related Mortgagors or any other matters related to this Agreement or any applicable Intercreditor Agreement;
provided that the summary of such oral communication shall not identify the Rating Agency with whom the communication was held
pursuant to Section 3.13(g);


(xviii)                 any
other information delivered to the 17g-5 Information Provider pursuant to this Agreement including, without limitation, Section 2.03(b),
Section 3.07(a), Section 3.12, Section 3.17(c), Section 3.18(e), Section 11.09
or Section 11.10; and


(xix)                         any
other information delivered to the Rating Agencies pursuant to this Agreement including, without limitation, Section 13.10.


The foregoing information
shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website. Information will
be posted on the same Business Day of receipt provided that such information is received by 2:00 p.m., New York City time,
or, if received after 2:00 p.m., New York City time, on the next Business Day by 12:00 p.m. New York City time; provided,
however, any information delivered pursuant to Section 3.13(d) shall be posted in accordance with Section 3.13(d).
The 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information
being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to
be. In the event that any information is delivered or posted in error, each of the Certificate Administrator and the 17g-5 Information
Provider may remove such information from the 17g-5 Information Provider’s Website. The Certificate Administrator and the 17g-5
Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information merely by posting
such information to the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website to the extent
such information was not produced by the Certificate Administrator or the 17g-5 Information Provider, as applicable. Access will be
provided by the 17g-5 Information Provider to the NRSROs upon receipt of an NRSRO Certification in the form of Exhibit P-2
hereto (which certification may be submitted electronically via the 17g-5 Information Provider’s Website). If a Rating Agency
requests access to the 17g-5 Information Provider’s Website, access shall be granted by the 17g-5 Information Provider on the same
Business Day, provided that such request is made prior to 2:00 p.m., New York City time, on such Business Day, or if received after
2:00 p.m., New York City time, on the following Business Day. Questions regarding delivery of information to the 17g-5 Information
Provider may be directed to (866) 846-4526 or 17g5informationprovider@wellsfargo.com (specifically referencing “BBCMS
2022-C17” in the subject line).


Upon delivery by the Depositor
to the 17g-5 Information Provider of information designated by the Depositor as pre-closing information from the Depositor’s 17g-5
website (the “Pre-Close Information”), the 17g-5 Information Provider shall make such information available only to
the Depositor and to NRSROs via the 17g-5 Information Provider’s Website pursuant to this Section 3.13(c). Such information
shall be provided to the 17g-5 Information Provider via




    	 	-263-	 



    


    

electronic media and delivered to the 17g-5
Information Provider as mutually agreed. The Depositor shall not be entitled to direct the 17g-5 Information Provider to provide access
to the Pre-Close Information or any other information on the 17g-5 Information Provider’s Website to any designee or third party.


Upon request of the Depositor
or the Rating Agencies, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website any additional
information requested by the Depositor or the Rating Agencies to the extent such information is delivered to the 17g-5 Information
Provider electronically in accordance with this Section 3.13. In no event shall the 17g-5 Information Provider disclose
on the 17g-5 Information Provider’s Website the Rating Agency that requested such additional information.


Except as provided in Section 3.13(d)
below, the Master Servicer or Special Servicer, as applicable, may, but shall not be obligated to send such information, report, notice
or document to the applicable Rating Agency so long as such information, report, notice or document (i) was previously provided to
the 17g-5 Information Provider or (ii) is simultaneously provided to the 17g-5 Information Provider.


The 17g-5 Information Provider
shall notify any party that delivers information to the 17g-5 Information Provider under this Agreement that such information was received
and that it has been posted. The 17g-5 Information Provider shall notify each Person that has signed-up for access to the 17g-5 Information
Provider’s Website in respect of the transaction governed by this Agreement each time an additional document is posted to the 17g-5
Information Provider’s Website and such notice shall specifically identify such document in the subject line or otherwise in the
body of the email notice. The 17g-5 Information Provider shall send such notice to such Person’s email address provided by and used
by such Person for the purpose of accessing the 17g-5 Information Provider’s Website, including a general email address if such
general email address has been provided to the 17g-5 Information Provider in connection with a completed NRSRO Certification in the form
of Exhibit P-2 hereto.


Any information required
to be delivered to the 17g-5 Information Provider by any party under this Agreement shall be delivered to it via electronic mail at
17g5informationprovider@wellsfargo.com, specifically with a subject reference of “BBCMS 2022-C17” and an identification
of the type of information being provided in the body of such electronic mail, or via any alternative electronic mail address following
notice to the parties hereto or any other delivery method established or approved by the 17g-5 Information Provider.


(d)                               The
Master Servicer or the Special Servicer, as applicable, may, but shall not be obligated to, provide bulk information that relates to
two or more transactions to the 17g-5 Information Provider. Any such information shall be posted by the 17g-5 Information Provider and
the 17g-5 Information Provider may, but shall not be obligated to, post such information in accordance with the timeframe provided in
Section 3.13(c) above, provided, however, that if the 17g-5 Information Provider is not able to post such
information in accordance with the timeframe in Section 3.13(c), then it shall post such information within a reasonable
time. The Master Servicer or the Special Servicer, as applicable, shall not send such information directly to the Rating Agencies until
the 17g-5 Information Provider notifies it that such information has been posted to the 17g-5 Information Provider’s Website.




    	 	-264-	 



    


    

(e)                                Certain information concerning the Mortgage Loans and the Certificates (including the Distribution Date Statements, CREFC®
reports and supplemental notices with respect to such Distribution Date Statements and CREFC® reports) shall be
provided by the Certificate Administrator at the direction of the Depositor to third parties (including Financial Market Publishers),
and providing such information shall not constitute a breach of this Agreement by the Certificate Administrator. Such information will
be made available to such third parties upon receipt of a certificate in the form of Exhibit P-3 hereto, which certification
may be submitted electronically via the Certificate Administrator’s Website.


(f)                                  Each
of the Master Servicer and the Special Servicer may, in accordance with such reasonable rules and procedures as it may adopt, also deliver,
produce or otherwise make available, solely with respect to the Master Servicer, through the Master Servicer’s Internet website
or, with respect to the Master Servicer or the Special Servicer, otherwise, any additional information relating to the Mortgage Loans
(other than any Non-Serviced Mortgage Loan), any related Serviced Companion Loan, the Mortgaged Properties (other than any Non-Serviced
Mortgaged Property), or the related Mortgagors, for review by the Depositor, the Underwriters and any other Persons who deliver an Investor
Certification in accordance with this Section 3.13 and the Rating Agencies (collectively, the “Disclosure Parties”)
(only to the extent such additional information is simultaneously delivered to the 17g-5 Information Provider for posting on the
17g-5 Information Provider’s Website in accordance with the provisions of Section 3.13(c)), in each case, except
to the extent doing so is prohibited by this Agreement (including without limitation, any prohibitions on dissemination of any confidential
information, including, without limitation, any Privileged Information), applicable law or by the related Mortgage Loan documents. Each
of the Master Servicer and the Special Servicer shall be entitled to (i) indicate the source of such information and affix thereto
any disclaimer it deems appropriate in its discretion and/or (ii) require that the recipient of such information (A) except
for the Depositor and the Rating Agencies, enter into (x) an Investor Certification, (y) a confidentiality agreement substantially
in the form of Exhibit X or (z) a “click-through” confidentiality agreement if such information
is being provided through the Master Servicer’s Internet website, and (B) acknowledge that the Master Servicer or the Special
Servicer may contemporaneously provide such information to any other Disclosure Party. In addition, to the extent access to such information
is provided via the Master Servicer’s Internet website, the Master Servicer may require registration and the acceptance of a reasonable
and customary disclaimer and/or an additional or alternative agreement as to the confidential nature of such information. In connection
with providing access to or copies of the information described in this Section 3.13(f) to current or prospective Certificateholders
the form of confidentiality agreement used by the Master Servicer or the Special Servicer, as applicable, shall be: (i) in the
case of a Certificateholder, an Investor Certification executed by the requesting Person indicating that such Person is a Holder of Certificates
and will keep such information confidential (except that such Certificateholder may provide such information (x) to its auditors,
legal counsel and regulators and (y) to any other Person that holds or is contemplating the purchase of any Certificate or interest
therein (provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees
to keep such information confidential)); and (ii) in the case of a prospective purchaser of Certificates or interests therein
or an investment advisor related thereto, an Investor Certification indicating that such Person is a prospective purchaser of a Certificate
or an interest therein or an investment advisor related thereto and is requesting the information for use in evaluating a possible investment
in




    	 	-265-	 



    


    

Certificates and will otherwise keep such information
confidential with no further dissemination (except that such Certificateholder may provide such information to its auditors, legal counsel
and regulators). In the case of a licensed or registered investment advisor acting on behalf of a current or prospective Certificateholder,
the Investor Certification shall be executed and delivered by both the investment advisor and such current or prospective Certificateholder.


Neither the Master Servicer
nor the Special Servicer shall be liable for its dissemination of information in accordance with this Agreement or by others in violation
of the terms of this Agreement. Neither the Master Servicer nor the Special Servicer shall be responsible or have any liability for the
completeness or accuracy of the information delivered, produced or otherwise made available pursuant to this Section 3.13
unless such information was produced by the Master Servicer or Special Servicer, as applicable.


(g)                               The
Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be permitted (but not obligated) to orally
communicate with the Rating Agencies regarding any of the Mortgage Loan documents and any other matter related to the Mortgage Loans,
the related Mortgaged Properties, the related Mortgagors or any other matters relating to this Agreement or related Intercreditor Agreement;
provided that such party summarizes the information provided to the Rating Agencies in such communication in writing and provides
the 17g-5 Information Provider with such written summary in accordance with the procedures set forth in Section 3.13(c)
the same day such communication takes place; provided, further, that the summary of such oral communications shall not identify
which Rating Agency the communication was with. The 17g-5 Information Provider shall post such written summary on the 17g-5 Information
Provider’s Website in accordance with the procedures set forth in Section 3.13(c).


(h)                               Without
limiting the Operating Advisor’s consultation rights pursuant to Section 6.08, the Special Servicer shall provide to the
Operating Advisor prior to an Operating Advisor Consultation Event, Final Asset Status Reports and approved or deemed approved Major
Decision Reporting Packages (only with respect to any Specially Serviced Loans) and after an Operating Advisor Consultation Event, Asset
Status Reports and Major Decision Reporting Packages. In addition, the Special Servicer, subject to the limitations on delivery of Privileged
Communications, shall deliver to the Operating Advisor such reports and other information produced by the Special Servicer and otherwise
available to the Directing Certificateholder or the Risk Retention Consultation Party (in each case, other than, prior to the occurrence
and continuance of an Operating Advisor Consultation Event, any Asset Status Reports that are not Final Asset Status Reports), or Certificateholders
generally, requested by the Operating Advisor in support of the performance of its obligations under this Agreement in electronic format.


(i)                                   None
of the foregoing restrictions in this Section 3.13 or otherwise in this Agreement shall prohibit or restrict oral or written
communications, or providing information, between the Master Servicer, the Operating Advisor, the Asset Representations Reviewer or the
Special Servicer, on the one hand, and any Rating Agency or NRSRO, on the other hand, with regard to (i) such Rating Agency’s
or NRSRO’s review of the ratings it assigns to the Master Servicer, the Operating Advisor, the Asset Representations Reviewer or
the Special Servicer, as applicable, (ii) such Rating Agency’s or NRSRO’s approval of the Master Servicer, the




    	 	-266-	 



    


    

Operating Advisor, the Asset Representations
Reviewer or the Special Servicer, as applicable, as a commercial mortgage master, special or primary servicer, or (iii) such Rating
Agency’s or NRSRO’s evaluation of the Master Servicer’s, the Operating Advisor, the Asset Representations Reviewer’s
or the Special Servicer’s, as applicable, servicing operations in general; provided that the Master Servicer, the Operating
Advisor, the Asset Representations Reviewer or the Special Servicer, as applicable, shall not provide any information relating to the
Certificates or the Mortgage Loans or Trust Subordinate Companion Loan, to any Rating Agency or NRSRO in connection with such review and
evaluation by such Rating Agency or NRSRO unless (x) Mortgagor, property and other deal specific identifiers are redacted; (y) such
information has already been provided to the 17g-5 Information Provider and has been uploaded on to the 17g-5 Information Provider’s
Website; or (z) the Rating Agency confirms in writing that it does not intend to use such information in undertaking credit rating
surveillance with respect to the Certificates; provided, however, that the Rating Agencies may use information delivered
under this clause (z) for any purpose to the extent it is publicly available (unless the availability results from a breach
of this Agreement or any other confidentiality agreement to which such Rating Agency is subject) or comprised of information collected
by the applicable Rating Agency from the 17g-5 Information Provider’s Website (or another 17g-5 information provider’s website
that they have access to) other than pursuant to this Section 3.13(i).


(j)                                   The
costs and expenses of compliance with this Section 3.13 by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Trustee, the Operating Advisor, the Asset Representations Reviewer and any other party hereto shall not
be additional expenses of the Trust, but shall be borne by the applicable party hereto.


Section 3.14                   Title
to REO Property; REO Account. (a)  If title to any Mortgaged Property is acquired (directly or through a single member
limited liability company established for that purpose) and thus such Mortgaged Property becomes an REO Property, the deed or certificate
of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing
procedures, and otherwise, in the name of the Trustee or its nominee on behalf of the Certificateholders and, if applicable, on behalf
of the related Companion Holders, in the case of a Serviced Companion Loan. REO Property with respect to a Non-Serviced Mortgage
Loan is excluded for all purposes of this Section 3.14. The Special Servicer, on behalf of the Trust and, if applicable,
the related Serviced Companion Noteholder, shall sell any REO Property prior to the close of the third calendar year following the year
in which the Trust acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1),
for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for a qualifying extension
of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided
in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “REO Extension”) by the
Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee, the Certificate Administrator, the Master
Servicer and the Special Servicer an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator, the Master Servicer
and the Special Servicer, to the effect that the holding by the Trust of such REO Property subsequent to the close of the third calendar
year following the year in which acquisition occurred will not cause an Adverse REMIC Event to occur. If the Special Servicer is granted
or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion
of Counsel contemplated by clause (ii) of the




    	 	-267-	 



    


    

immediately preceding sentence, the Special
Servicer shall sell such REO Property within such longer period as is permitted by such REO Extension or such Opinion of Counsel, as the
case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i)
of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding
sentence, shall be an expense of the Trust payable out of the Collection Account pursuant to Section 3.05(a).


(b)              
The Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and
apart from its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain one
or more REO Accounts, held on behalf of the Trustee for the benefit of the Certificateholders and, if applicable, on behalf of any related
Companion Holder(s), as applicable, as their interest shall appear, and the Trustee (as holder of the Lower-Tier Regular Interests), for
the retention of revenues and other proceeds derived from each REO Property. The REO Account shall be an Eligible Account. The Special
Servicer shall deposit, or cause to be deposited, in the REO Account, within two (2) Business Days after receipt of properly identified
and available funds, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation Proceeds received in respect of an REO Property.
Funds in the REO Account may be invested in Permitted Investments in accordance with Section 3.06. The Special Servicer shall
give notice to the Trustee, the Certificate Administrator, and the Master Servicer of the location of the REO Account when first established
and of the new location of the REO Account prior to any change thereof.


(c)              
The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing,
maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating to such REO
Property. On the later of the date that is (x) on or prior to the Determination Date (or with respect to a Serviced Companion Loan, on
the Business Day preceding each Serviced Whole Loan Remittance Date) or (y) two (2) Business Days after such amounts are received and
properly identified and determined to be available, the Special Servicer shall withdraw from the REO Account and remit to the Master Servicer,
which shall deposit into the Collection Account (or the Companion Distribution Account, as applicable), the aggregate of all amounts received
in respect of each REO Property during the most recently ended Collection Period, net of (i) any withdrawals made out of such amounts
pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit in the REO Account; provided, however,
that the Special Servicer may retain in such REO Account, in accordance with the Servicing Standard, such portion of such balance as may
be necessary to maintain a reasonable reserve for repairs, replacements, leasing, management and tenant improvements and other related
expenses for the related REO Property. In addition, on or prior to the day the Special Servicer remits funds as provided in this Section 3.14(c),
the Special Servicer shall provide the Master Servicer with a written accounting of amounts remitted to the Master Servicer for deposit
in the Collection Account, as applicable, on such date. The Master Servicer shall apply all such amounts as instructed by the Special
Servicer on the Determination Date (or with respect to a Serviced Companion Loan, on each Serviced Whole Loan Remittance Date) for the
related Distribution Date.




    	 	-268-	 



    


    

(d)                               The Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose of accounting
for all deposits to, and withdrawals from, the REO Account pursuant to Section 3.14(b) or Section 3.14(c).


(e)                                With
respect to the Trust Subordinate Companion Loan, references to actions being taken for the benefit of the Trust Subordinate Companion
Loan in this Section 3.14 shall be deemed to be taken also for the benefit of the Holders of the Loan-Specific Certificates,
as beneficial owners of the Trust Subordinate Companion Loan.


Section 3.15                   Management
of REO Property. (a)  If title to any REO Property is acquired, the Special Servicer shall manage, conserve, protect,
operate and lease such REO Property (other than any Non-Serviced Mortgaged Property) for the benefit of the Certificateholders and
the related Companion Holders, and the Trustee (as holder of the Lower-Tier Regular Interests and the Trust Subordinate Companion Loan
REMIC Regular Interests) solely for the purpose of its timely disposition and sale in a manner that does not cause such REO Property
to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or result in the
receipt by the Trust or any Serviced Companion Noteholder of any “income from non-permitted assets” within the meaning
of Section 860F(a)(2)(B) of the Code or result in an Adverse REMIC Event. Subject to the foregoing, however, the Special Servicer
shall have full power and authority to do any and all things in connection therewith as are in the best interests of and for the benefit
of the Certificateholders (and, in the case of each Serviced Whole Loan, the related Companion Holder(s)) and the Trustee (as holder
of the Lower-Tier Regular Interests and the Trust Subordinate Companion Loan REMIC Regular Interests) all as a collective whole (taking
into account the subordinate or pari passu nature of any Companion Loans, as applicable) (as determined by the Special Servicer
in its reasonable judgment in accordance with the Servicing Standard). Notwithstanding anything to the contrary herein, REO Property
with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.15. Subject to this Section 3.15,
the Special Servicer may allow the Trust or any commercial mortgage securitization that holds any Serviced Companion Loan to earn “net
income from foreclosure property” within the meaning of Section 860G(d) of the Code if it determines that earning such income
is in the best interests of Certificateholders and, if applicable, any related Companion Holder(s) on a net after-tax basis as compared
with net leasing such REO Property or operating such REO Property on a different basis. In connection therewith, the Special Servicer
shall deposit or cause to be deposited on a daily basis (and in no event later than two (2) Business Days following receipt of such properly
identified and available funds) in the applicable REO Account all revenues received by it with respect to each REO Property and the related
REO Loan, and shall withdraw from the REO Account, to the extent of amounts on deposit therein with respect to such REO Property, funds
necessary for the proper operation, management, leasing and maintenance of such REO Property, including, without limitation:


(i)                                   all
insurance premiums due and payable in respect of such REO Property;


(ii)                                all
real estate taxes and assessments in respect of such REO Property that may result in the imposition of a lien thereon;


(iii)                             any
ground rents in respect of such REO Property, if applicable; and




    	 	-269-	 



    


    

(iv)                            all costs and expenses necessary to maintain and lease such REO Property.


To the extent that amounts
on deposit in the REO Account in respect of any REO Property are insufficient for the purposes set forth in clauses (i) through
(iv) above with respect to such REO Property, the Master Servicer (subject to receiving notice from the Special Servicer in accordance
with the procedures set forth elsewhere in this Agreement) shall advance from its own funds such amount as is necessary for such purposes
unless (as evidenced by an Officer’s Certificate delivered to the Trustee, the Special Servicer, the Depositor, the Certificate
Administrator and (in respect of any Mortgage Loan other than an Excluded Loan or Trust Subordinate Companion Loan, and prior to the occurrence
of a Consultation Termination Event) the Directing Certificateholder) such Advances would, if made, constitute Nonrecoverable Servicing
Advances.


(b)                               Without
limiting the generality of the foregoing, the Special Servicer shall not:


(i)                                   permit
the Trust to enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its terms will give rise
to any income that does not constitute Rents from Real Property;


(ii)                                permit
any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real Property;


(iii)                             authorize
or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then only if
more than 10% of the construction of such building or other improvement was completed before default on the related Mortgage Loan or
Trust Subordinate Companion Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or


(iv)                            Directly
Operate, or allow any other Person, other than an Independent Contractor, to Directly Operate, any REO Property on any date more than
ninety (90) days after its acquisition date;


unless, in any such case, the Special Servicer
has obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer as a Servicing Advance) to the effect that
such action will not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8)
of the Code at any time that it is held for the benefit of the Trust, in which case the Special Servicer may take such actions as are
specified in such Opinion of Counsel.


(c)                                The
Special Servicer shall contract with any Independent Contractor for the operation and management of any REO Property within ninety (90)
days of the acquisition date thereof, provided that:


(i)                                   the
terms and conditions of any such contract may not be inconsistent with this Agreement and shall reflect an agreement reached at arm’s
length;




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(ii)                                the fees of such Independent Contractor (which shall be an expense of the Trust) shall be reasonable and customary in light of
the nature and locality of the Mortgaged Property;


(iii)                             any
such contract shall require, or shall be administered to require, that the Independent Contractor (A) pay all costs and expenses
incurred in connection with the operation and management of such REO Property, including, without limitation, those listed in subsection (a)
hereof, and (B) remit all related revenues collected (net of its fees and such costs and expenses) to the Special Servicer
upon receipt;


(iv)                            none
of the provisions of this Section 3.15(c) relating to any such contract or to actions taken through any such Independent
Contractor shall be deemed to relieve the Special Servicer of any of its duties and obligations hereunder with respect to the operation
and management of any such REO Property; and


(v)                               the
Special Servicer shall be obligated to manage and supervise such Independent Contractor in accordance with the Servicing Standard.


The Special Servicer shall
be entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties and obligations
hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to
limit or modify such indemnification.


(d)                               When
and as necessary, the Special Servicer shall send to the Trustee, the Certificate Administrator and the Master Servicer a statement prepared
by the Special Servicer setting forth the amount of net income or net loss, as determined for federal income tax purposes, resulting
from the operation and management of a trade or business on, the furnishing or rendering of a non-customary service to the tenants
of, or the receipt of any other amount not constituting Rents from Real Property in respect of, any REO Property in accordance with Sections 3.15(a)
and 3.15(b).


Section 3.16                   Sale
of Defaulted Loans and REO Properties. (a) (i) Within thirty (30) days after a Defaulted Loan has become a Specially Serviced Loan, the Special Servicer shall
order (but shall not be required to have received) an Appraisal and within thirty (30) days of receipt of the Appraisal shall determine
the fair value of such Defaulted Loan in accordance with the Servicing Standard; provided, however, that if the Special
Servicer is then in the process of obtaining an Appraisal with respect to the related Mortgaged Property, the Special Servicer shall
make its fair value determination as soon as reasonably practicable (but in any event within thirty (30) days) after its receipt of such
an Appraisal. The Special Servicer may, from time to time, adjust its fair value determination based upon changed circumstances, new
information and other relevant factors, in each instance in accordance with a review of such circumstances and new information in accordance
with the Servicing Standard including, without limitation, the period and amount of the occupancy level and physical condition of the
related Mortgaged Property and the state of the local economy; provided that the Special Servicer shall promptly notify the Master
Servicer in writing of the initial fair value determination and any adjustment to its fair value determination.




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(ii)                                If any Mortgage Loan or Serviced Companion Loan subject to an Intercreditor Agreement is a Specially Serviced Loan or to the extent
otherwise required pursuant to the terms of the related Intercreditor Agreement, then the Special Servicer (with respect to a Specially
Serviced Loan) or the Master Servicer (with respect to a Non-Specially Serviced Loan) shall promptly notify in writing the other,
any related Companion Holder and any related mezzanine lender, as applicable, of any events requiring notice under the Intercreditor
Agreement in accordance with the terms thereof. Thereafter, any related Companion Holder and related mezzanine lender, as applicable,
shall, notwithstanding anything in this Section 3.16 to the contrary, have the option to purchase the related Mortgage
Loan and cure defaults relating thereto as and to the extent set forth in the related Intercreditor Agreement.


(iii)                             If
any Mortgage Loan not subject to an Intercreditor Agreement becomes a Specially Serviced Loan, or if the related Companion Holder or
related mezzanine lender, as applicable, for any such Mortgage Loan subject to an Intercreditor Agreement has not previously exercised
the option to purchase the Mortgage Loan pursuant to the previous paragraph, the Special Servicer shall use reasonable efforts to solicit
offers for each Defaulted Loan on behalf of the Certificateholders and the holder of any related Serviced Companion Loan in such manner
as will be reasonably likely to maximize the value of the Defaulted Loan on a net present value basis, if and when the Special Servicer
determines, consistent with the Servicing Standard, that no satisfactory arrangements (including by way of a discounted pay-off) can
be made for collection of delinquent payments thereon and such a sale would be in the best economic interests of the Trust and, if applicable,
the related Companion Holder. In the case of the Non-Serviced Mortgage Loan, under certain limited circumstances permitted under the
related Intercreditor Agreement, to the extent that such Non-Serviced Mortgage Loan is not sold together with the related Non-Serviced
Companion Loan by the applicable Non-Serviced Special Servicer for the related Non-Serviced Whole Loan, the Special Servicer shall be
entitled to sell ((i) with the consent of the Directing Certificateholder if no Control Termination Event has occurred and is continuing
and (ii) after consulting with the Risk Retention Consultation Party, in each case, provided such Non-Serviced Mortgage Loan is not an
Excluded Loan) such Non-Serviced Mortgage Loan if it determines in accordance with the Servicing Standard that such action would be in
the best interests of the Certificateholders and the Special Servicer shall be entitled to a Liquidation Fee to the same extent that
the Special Servicer would be entitled to such Liquidation Fee had such Non-Serviced Mortgage Loan been a serviced Mortgage Loan. The
Special Servicer is required to give the Trustee, the Certificate Administrator, the Master Servicer, the Operating Advisor, the Risk
Retention Consultation Party, the Directing Certificateholder (in the case of the Directing Certificateholder and any Risk Retention
Consultation Party, other than in respect of any Excluded Loan as to such party) and in respect of any Serviced AB Whole Loan, if applicable,
the holder of the related Subordinate Companion Loan, not less than ten (10) Business Days’ prior written notice of its
intention to sell any Defaulted Loan. In the absence of a cash offer at least equal to the Purchase Price, the Special Servicer may purchase
the Defaulted Loan for the Purchase Price (provided that it gives at least ten (10) Business Days’ prior written
notice of its intention to purchase such Defaulted Loan to the Directing Certificateholder and there is no higher offer within




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such time) or may accept the first cash
offer received from any Person that constitutes a fair price for the Defaulted Loan.


(iv)                            (A)  In
the case of a Defaulted Loan, in the absence of any offer at least equal to the Purchase Price pursuant to clause (iii)
above (or purchase by the Special Servicer for such price), the Special Servicer shall solicit offers and, subject to subclause (B)
below, may accept the highest offer received from any Person that is determined by the Special Servicer to constitute a fair price
for such Defaulted Loan, if the offeror is a Person other than an Interested Person. In determining whether any cash offer from a Person
other than an Interested Person constitutes a fair price for any Defaulted Loan, the Special Servicer shall take into account (in addition
to the results of any Appraisal, updated Appraisal or narrative appraisal that it may have obtained pursuant to this Agreement within
the prior 9 months), among other factors, the period and amount of the occupancy level and physical condition of the related Mortgaged
Property and the state of the local economy. If the offeror is an Interested Person (provided that the Trustee may not be an offeror),
the Trustee shall determine whether the cash offer constitutes a fair price; provided that no offer from an Interested Person
shall constitute a fair price unless (x) it is the highest offer received and (y) if the offer is less than the applicable
Purchase Price, at least two other offers are received from independent third parties. In determining whether any offer received from
an Interested Person represents a fair price for any such Defaulted Loan, the Trustee shall rely on the most recent Appraisal (or update
of such Appraisal) of the related Mortgaged Property conducted in accordance with this Agreement within the preceding nine-month period
or, in the absence of any such Appraisal, on a new Appraisal. Except as provided in the following paragraph, the cost of any Appraisal
will be covered by, and will be reimbursable as, a Servicing Advance by the Master Servicer.


Notwithstanding anything
contained in the preceding paragraph to the contrary, if the Trustee is required to determine whether a cash offer by an Interested Person
constitutes a fair price, the Trustee may (at its option and at the expense of the Interested Person) designate an independent third party
expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing loans similar to the
subject Mortgage Loan or Serviced Whole Loan or Trust Subordinate Companion Loan, that has been selected with reasonable care by the Trustee
to determine if such cash offer constitutes a fair price for such Mortgage Loan or Serviced Whole Loan or Trust Subordinate Companion
Loan. If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon
such third party’s determination. The reasonable fees of, and the costs of all Appraisals, inspection reports and broker opinions
of value incurred by any such third party shall be covered by, and shall be reimbursable by, the Interested Person; provided that
the Trustee will not engage a third party expert whose fees exceed a commercially reasonable amount as determined by the Trustee. The
Special Servicer shall use efforts consistent with the Servicing Standard to collect payment from such Interested Person. If such expense
is not paid by the applicable Interested Person within thirty (30) days of request therefor, such expense shall be reimbursable to the
Trustee by the Master Servicer as a Servicing Advance but the Special Servicer shall continue to use efforts consistent with the Servicing
Standard to collect such amounts from the applicable Interested Person. Neither the Trustee, in its individual




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capacity, nor any of its Affiliates may
make an offer for or purchase any Specially Serviced Loan.


(B)                   The
Special Servicer will not be obligated to accept the highest offer if the Special Servicer determines ((i) with respect to any Mortgage
Loan or Trust Subordinate Companion Loan other than an Excluded Loan, in consultation with the Directing Certificateholder (unless a
Consultation Termination Event shall have occurred and be continuing) and each Risk Retention Consultation Party subject, in each case,
to the limitations on consultation set forth in and in accordance with Section 6.08(a) and other than with respect to any
Mortgage Loan that is an Excluded Loan as to such party and, (ii) in the case of a Serviced Whole Loan or an REO Property related to
a Serviced Whole Loan, the related Companion Holder), in accordance with the Servicing Standard (and subject to the requirements of any
related Intercreditor Agreement), that the rejection of such offer would be in the best interests of the Holders of Certificates (including
the holders of the Loan-Specific Certificates taking into account the subordinate nature of the Loan-Specific Certificates) and, in the
case of a sale of a Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion Holder (as a collective
whole, as if such Certificateholders and, if applicable, the related Companion Holder constituted a single lender (taking into account
the subordinate or pari passu nature of such Companion Loan, as the case may be)). In addition, the Special Servicer may accept
a lower offer from any Person other than the Special Servicer or its Affiliate if it determines, in accordance with the Servicing Standard,
that the acceptance of such offer would be in the best interests of the Holders of Certificates (including the holders of the Loan-Specific
Certificates taking into account the subordinate nature of the Loan-Specific Certificates) and, in the case of a sale of a Serviced Whole
Loan or an REO Property related to a Serviced Whole Loan, the related Companion Holder (as a collective whole, as if such Certificateholders
and, if applicable, the related Companion Holder constituted a single lender (taking into account the subordinate or pari passu nature
of such Companion Loan, as the case may be)) (for example, if the prospective buyer making the lower offer is more likely to perform
its obligations, or the terms offered by the prospective buyer making the lower offer are more favorable); provided that the offeror
is not the Special Servicer or a Person that is an Affiliate of the Special Servicer. The Special Servicer shall use reasonable efforts
to sell all Defaulted Loans prior to the Rated Final Distribution Date. For the avoidance of doubt, the Trustee shall have no obligation
to make any fair value determination, to the extent required to do so pursuant to this Section 3.16, on the basis of anything
other than the related Appraisal.


(v)                                Unless
and until any Specially Serviced Loan is sold pursuant to this Section 3.16(a), the Special Servicer shall pursue such
other resolution strategies with respect to such Specially Serviced Loan, including, without limitation, workout and foreclosure, as
the Special Servicer may deem appropriate, consistent with the Asset Status Report and the Servicing Standard and the REMIC Provisions.




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(b)                               (i)  (A)  The Special Servicer may purchase any REO Property at the Purchase Price therefor (in the
case of a Serviced Whole Loan, such purchase shall be a purchase of the entire REO Property, including the portion relating to the related
Companion Loan). The Special Servicer may also offer to sell to any Person any REO Property (in the case of a Serviced Whole Loan, such
sale shall be a sale of the entire REO Property, including the portion relating to the related Companion Loan), if and when the Special
Servicer determines, consistent with the Servicing Standard, that such a sale would be in the best economic interest of the Trust and
the related Companion Holders. The Special Servicer shall give the Trustee, the Master Servicer, each Companion Holder, the Certificate
Administrator and, in respect of any Mortgage Loan other than an Excluded Loan with respect to such party and prior to the occurrence
of a Consultation Termination Event, the Directing Certificateholder and the Risk Retention Consultation Party, not less than five (5)
days’ prior written notice of its intention to (i) purchase any REO Property at the Purchase Price therefor or (ii) sell
any REO Property, in which case the Special Servicer shall accept the highest offer received from any Person for any REO Property in
an amount at least equal to the Purchase Price therefor. To the extent permitted by applicable law, and subject to the Servicing Standard,
the Master Servicer, an Affiliate of the Master Servicer, the Special Servicer or an Affiliate of the Special Servicer, or an employee
of either of them may act as broker in connection with the sale of any REO Property and may retain from the proceeds of such sale a brokerage
commission that does not exceed the commission that would have been earned by an independent broker pursuant to a brokerage agreement
entered into at arm’s length.


(B)                   In the absence of any such offer as set forth in subclause (A) above, the Special Servicer shall, subject to subclause (C)
below, accept the highest offer for such REO Property received from any Person that is determined to be a fair price (1) by the Special
Servicer, if the highest offeror is a Person other than an Interested Person, or (2) by the Trustee, if the highest offeror is an
Interested Person unless such offer by an Interested Person (i) is equal to or greater than the applicable Purchase Price and (ii) is
the highest offer received; provided, however, that absent an offer at least equal to the Purchase Price, no offer from
an Interested Person shall constitute a fair price unless (A) it is the highest offer received and (B) at least two other offers
are received from independent third parties. Notwithstanding anything to the contrary herein, neither the Trustee, in its individual capacity,
nor any of its Affiliates may make an offer for or purchase any REO Property pursuant hereto.


(C)                   The
Special Servicer shall not be obligated by either of the foregoing paragraphs or otherwise to accept the highest offer if the Special
Servicer determines, in accordance with the Servicing Standard, that rejection of such offer would be in the best interests of the Certificateholders
and, with respect to any Serviced Whole Loan, the related Companion Holder, in either case, as a collective whole (taking into account
the subordinate or pari passu nature of any Serviced Companion Loans). In addition, the Special Servicer may accept a lower offer
if it determines, in accordance with the Servicing Standard, that acceptance of such offer would be in the best interests of the Certificateholders
and, with respect to any Serviced Whole Loan, the related Companion Holder, in either case, as a collective whole (taking into account
the subordinate or pari




    	 	-275-	 



    


    

passu nature of any Serviced Companion
Loans) (for example, if the prospective buyer making the lower offer is more likely to perform its obligations, or the terms offered by
the prospective buyer making the lower offer are more favorable); provided that the offeror is not the Special Servicer or a Person
that is an Affiliate of the Special Servicer.


(D)                  In determining whether any offer received from an Interested Person represents a fair price for any REO Property, the Trustee shall
obtain and may conclusively rely on the opinion of an Independent appraiser or other Independent expert in real estate matters retained
by the Trustee in connection with making such determination. The reasonable cost of such Independent appraiser or other Independent expert
shall be an expense of the offering Interested Person purchaser. The reasonable fees and costs of all Appraisals, inspection reports and
broker opinions of value incurred by any such third party shall be covered by, and shall be reimbursable, from the offering Interested
Person and the Special Servicer shall use efforts consistent with the Servicing Standard to collect payment from such Interested Person.
If such expense is not paid by the applicable Interested Person within thirty (30) days of demand for payment, such expense shall be reimbursable
to the Trustee by the Master Servicer as a Servicing Advance but the Special Servicer shall continue to use efforts consistent with the
Servicing Standard to collect such amounts from the applicable Interested Person. In determining whether any offer constitutes a fair
price for any REO Property, the Special Servicer or the Trustee (or, if applicable, such appraiser) shall take into account, and any appraiser
or other expert in real estate matters shall be instructed to take into account, as applicable, among other factors, the physical condition
of such REO Property, the state of the local economy and the Trust’s obligation to comply with REMIC Provisions.


(ii)                                Subject
to the Servicing Standard, the Special Servicer shall act on behalf of the Trust and the related Companion Holders, in negotiating and
taking any other action necessary or appropriate in connection with the sale of any REO Property, including the collection of all amounts
payable in connection therewith. A sale of any REO Property shall be without recourse to, or representation or warranty by, the Trustee,
the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or the Trust (except that any contract of sale and assignment and conveyance documents may contain customary warranties of title,
so long as the only recourse for breach thereof is to the Trust) and, if consummated in accordance with the terms of this Agreement,
none of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer nor the Trustee shall have any liability to the Trust or any Certificateholder or related Companion Holder (if applicable) with
respect to the purchase price therefor accepted by the Special Servicer or the Trustee.


(c)                                Any
sale of a Defaulted Loan or any REO Property shall be for cash only (unless changes in the REMIC Provisions or authoritative interpretations
thereof made or issued subsequent to the Startup Day allow a sale for other consideration).




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(d)                               With
respect to each Serviced Pari Passu Whole Loan (other than the Park West Village Whole Loan), pursuant to the terms of the related Intercreditor
Agreement and this Agreement, if the related Serviced Pari Passu Whole Loan becomes a Defaulted Loan, and if the Special Servicer determines
to sell the related Mortgage Loan that has become a Defaulted Loan in accordance with this Section 3.16, then the Special
Servicer shall sell the related Serviced Companion Loan together with such Mortgage Loan as one whole loan and shall require that all
offers be submitted to the Special Servicer in writing. With respect to a Serviced AB Whole Loan, the Special Servicer shall sell the
Serviced AB Subordinate Companion Loan along with the related Mortgage Loan and Pari Passu Companion Loans, as applicable, if it determines
that a sale of the Serviced AB Whole Loan would maximize recoveries on the Serviced AB Whole Loan in accordance with the Servicing Standard
and the Special Servicer shall be entitled to a Liquidation Fee for the entire AB Whole Loan. In addition, prior to the occurrence and
continuance of an AB Control Appraisal Period with respect to the Serviced AB Whole Loan, the Special Servicer will only be permitted
to sell the Serviced AB Whole Loan for less than the Purchase Price with the consent of the AB Whole Loan Controlling Holder. To the
extent a determination is required to be made hereunder as to whether any cash offer constitutes a fair price for the Serviced Whole
Loan, such determination shall be made by the Special Servicer unless the offeror is an Interested Person and by the Trustee if the offeror
is an Interested Person. Notwithstanding the foregoing, the Special Servicer will not be permitted to sell the related Mortgage Loan
(or the Trust Subordinate Companion Loan, in the case of the Park West Village Whole Loan) together with the related Serviced Companion
Loan(s) if it becomes a defaulted Whole Loan without the written consent of the holder of the related Serviced Companion Loan (provided
that such consent is not required if the holder of the Serviced Companion Loan is the Mortgagor or an Affiliate of the Mortgagor)
unless the Special Servicer has delivered to the Other Servicer under the applicable Other Securitization, who shall deliver to the related
directing certificateholder for the holder of the related Serviced Companion Loan: (a) at least fifteen (15) Business Days prior written
notice of any decision to attempt to sell such Serviced Whole Loan; (b) at least ten (10) days prior to the permitted sale date,
a copy of each bid package (together with any material amendments to such bid packages) received by the Special Servicer in connection
with any such proposed sale; (c) at least ten (10) days prior to the proposed sale date, a copy of the most recent Appraisal for
such Serviced Pari Passu Whole Loan, and any documents in the servicing file reasonably requested by the holder of the related Serviced
Companion Loan that are material to the sale price of such Serviced Pari Passu Whole Loan; and (d) until the sale is completed,
and a reasonable period of time (but no less time than is afforded to other offerors, the Directing Certificateholder and the Risk Retention
Consultation Party) prior to the proposed sale date, all information and other documents being provided to other offerors and all leases
or other documents that are approved by the Master Servicer or the Special Servicer in connection with the proposed sale. The holder
of the related Serviced Companion Loan (or its representative) will be permitted to submit an offer at any sale of such Serviced Whole
Loan; provided, however, the related Mortgagor and its agents and Affiliates shall not be permitted to submit an offer
at such sale. Notwithstanding the foregoing, with respect to each Serviced Pari Passu Whole Loan, the holder of the related Companion
Loan may waive any of the delivery or timing requirements set forth in this paragraph with respect to the related Serviced Whole Loan.
If the Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price, the Trustee may (at its
option and at the expense of the offering Interested Person purchaser) designate an independent third party expert in real estate or




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commercial mortgage loan matters with at least
five (5) years’ experience in valuing loans similar to the subject Mortgage Loan or Serviced Whole Loan, as the case may be, that
has been selected with reasonable care by the Trustee to determine if such cash offer constitutes a fair price for such Mortgage Loan
or Serviced Whole Loan. If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely
conclusively upon such third party’s determination. The reasonable fees of, and the costs of all appraisals, inspection reports
and broker opinions of value incurred by any such third party pursuant to this paragraph shall be covered by, and shall be reimbursable,
from the Interested Person; provided that Trustee will not engage a third party expert whose fees exceed a commercially reasonable
amount as determined by the Trustee.


(e)                                (i)  Notwithstanding
anything in this Section 3.16 to the contrary, pursuant to the terms of the related Intercreditor Agreement, the holder
of the related AB Subordinate Companion Loan for each applicable Serviced Whole Loan will have the right to purchase the related Mortgage
Loan or related REO Property, as applicable. Such right of the holder of such AB Subordinate Companion Loan shall be given priority over
any provision described in this Section 3.16 as and to the extent set forth in the related Intercreditor Agreement. If
the related Mortgage Loan or related REO Property is purchased by the holder of such AB Subordinate Companion Loan, repurchased by the
applicable Mortgage Loan Seller or otherwise ceases to be subject to this Agreement, the related AB Subordinate Companion Loan will no
longer be subject to this Agreement.


(ii)                                Notwithstanding
anything in this Section 3.16 to the contrary, any mezzanine lender will have the right to purchase the related Mortgage
Loan or REO Property, as applicable, and cure defaults relating thereto, as and to the extent set forth in the related Intercreditor
Agreement.


(f)                                  Unless
otherwise provided in an Intercreditor Agreement the sale of any Mortgage Loan pursuant to this Section 3.16 will be on
a servicing released basis.


(g)                               In
the event the Master Servicer or the Special Servicer has the right to purchase any Companion Loan on behalf of the Trust pursuant to
the related Intercreditor Agreement, neither the Master Servicer nor the Special Servicer shall exercise such right.


(h)                               If
the Park West Village Whole Loan becomes a Defaulted Loan, the Special Servicer shall sell the Park West Village Mortgage Loan, the related
Pari Passu Companion Loans, the related Trust Subordinate Companion Loan and the Park West Village Note B-B as notes evidencing one whole
loan, in accordance with the provisions of the Park West Village Intercreditor Agreement and this Agreement, subject to the consent rights
of the Holders of the related Subordinate Companion Loans. Notwithstanding the foregoing, in the case of the Park West Village Whole
Loan, the Special Servicer shall be permitted to sell the Park West Village Mortgage Loan or Park West Village Pari Passu Companion Loans
separately from the Park West Village Subordinate Companion Loans, if directed by the Directing Certificateholder for the Pooled Certificates
or the directing certificateholder for the securities backed by such Park West Village Pari Passu Companion Loan.




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Section 3.17                Additional Obligations of
Master Servicer and Special Servicer. (a)  The Master Servicer shall deliver all Compensating Interest Payments
(other than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan or Trust Subordinate
Companion Loan) to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account on each P&I
Advance Date, without any right of reimbursement therefor. The Master Servicer shall deliver the portion of any Compensating
Interest Payment allocated to a Serviced Pari Passu Companion Loan or Trust Subordinate Companion Loan to the Companion Paying Agent
for deposit in the Companion Distribution Account on each P&I Advance Date, without any right of reimbursement therefor. The
Master Servicer shall deliver the portion of any Compensating Interest Payment allocated to the Trust Subordinate Companion Loan to
the Certificate Administrator for deposit in the Trust Subordinate Companion Loan REMIC Distribution Account on each P&I Advance
Date, without any right of reimbursement therefor.


(b)                               The
Master Servicer or the Special Servicer, as applicable, shall provide to each Companion Holder any reports or notices required to be
delivered to such Companion Holder pursuant to the related Intercreditor Agreement and the Master Servicer or Special Servicer, as applicable,
shall provide to the Park West Village Directing Holder any reports or notices required to be delivered to the holder of the Trust Subordinate
Companion Loan pursuant to the related Intercreditor Agreement.


(c)                                Upon
the determination that a previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement thereof would exceed
the full amount of the principal portion of general collections on the Mortgage Loans and with respect to P&I Advances on the Trust
Subordinate Companion Loan, would exceed the full amount of the principal portion of general collections allocated to the Trust Subordinate
Companion Loan and the related Mortgage Loan, deposited in the Collection Account and available for distribution on the next Distribution
Date, the Master Servicer or the Trustee, each at its own option and in its sole discretion, as applicable, instead of obtaining reimbursement
for the remaining amount of such Nonrecoverable Advance pursuant to Section 3.05(a)(v) immediately, as an accommodation
may elect to refrain from obtaining such reimbursement for such portion of the Nonrecoverable Advance during the one month collection
period ending on the then-current Determination Date, for successive one-month periods for a total period not to exceed twelve
(12) months (provided that, with respect to any Mortgage Loan other than in the case of an Excluded Loan with respect to the Directing
Certificateholder or the Holder of the majority of the Controlling Class, any such deferral exceeding six (6) months shall require, prior
to the occurrence and continuance of any Control Termination Event, the consent of the Directing Certificateholder), and any election
to so defer or not to defer shall be deemed to be in accordance with the Servicing Standard. If the Master Servicer or the Trustee makes
such an election at its sole option and in its sole discretion to defer reimbursement with respect to all or a portion of a Nonrecoverable
Advance (together with interest thereon), then such Nonrecoverable Advance (together with interest thereon) or portion thereof shall
continue to be fully reimbursable in the subsequent collection period (subject, again, to the same sole option to defer; it is acknowledged
that, in such a subsequent period, such Nonrecoverable Advance shall again be payable first from principal collections as described
above prior to payment from other collections). In connection with a potential election by the Master Servicer or the Trustee to refrain
from the reimbursement of a particular Nonrecoverable Advance or portion thereof during the one month collection period ending on




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the related Determination Date for any Distribution
Date, the Master Servicer or the Trustee shall further be authorized to wait for principal collections on the Mortgage Loans or the Trust
Subordinate Companion Loan, as applicable, to be received until the end of such collection period before making its determination of whether
to refrain from the reimbursement of a particular Nonrecoverable Advance or portion thereof; provided, however, that if,
at any time the Master Servicer or the Trustee, as applicable, elects, in its sole discretion, not to refrain from obtaining such reimbursement
or otherwise determines that the reimbursement of a Nonrecoverable Advance during a one-month collection period will exceed the full
amount of the principal portion of general collections deposited in the Collection Account for such Distribution Date, then the Master
Servicer or the Trustee, as applicable, shall use its reasonable efforts to give the 17g-5 Information Provider fifteen (15) days’
notice of such determination for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c),
unless extraordinary circumstances make such notice impractical, and thereafter shall deliver such notice to the 17g-5 Information
Provider as soon as practical thereafter. Notwithstanding the foregoing, failure to give notice as required by the preceding sentence
shall in no way affect the Master Servicer’s or the Trustee’s election whether to refrain from obtaining such reimbursement
as described in this Section 3.17(c). Nothing herein shall give the Master Servicer or the Trustee the right to defer reimbursement
of a Nonrecoverable Advance to the extent of any principal collections then available in the Collection Account pursuant to Section 3.05(a)(v).
The Master Servicer or the Trustee, as the case may be, shall have no liability for any loss, liability or expenses resulting from any
notice provided to the Rating Agencies contemplated by this Section 3.17(c).


The foregoing shall not,
however, be construed to limit any liability that may otherwise be imposed on such Person for any failure by such Person to comply with
the conditions to making such an election under this section or to comply with the terms of this section and the other provisions of this
Agreement that apply once such an election, if any, has been made; provided, however, that the fact that a decision to recover
such Nonrecoverable Advances over time, or not to do so, benefits some classes of Certificateholders to the detriment of other classes
shall not, with respect to the Master Servicer, constitute a violation of the Servicing Standard and/or with respect to the Trustee (solely
in its capacity as Trustee), constitute a violation of any fiduciary duty to Certificateholders or any contractual obligation hereunder.
If the Master Servicer or the Trustee, as applicable, determines, in its sole discretion, to fully recover the Nonrecoverable Advances
immediately instead of deferring such reimbursement, then the Master Servicer or the Trustee, as applicable, shall be entitled to immediate
reimbursement of Nonrecoverable Advances with interest thereon at the Reimbursement Rate from all amounts in the Collection Account for
such Distribution Date (deemed first from principal and then interest). Any such election by any such party to refrain from
reimbursing itself or obtaining reimbursement for any Nonrecoverable Advance or portion thereof with respect to any one or more collection
periods shall not limit the accrual of interest at the Reimbursement Rate on such Nonrecoverable Advance for the period prior to the actual
reimbursement of such Nonrecoverable Advance. The Master Servicer’s or the Trustee’s, as applicable, agreement to defer reimbursement
of such Nonrecoverable Advances as set forth above is an accommodation to the Certificateholders and shall not be construed as an obligation
on the part of the Master Servicer or the Trustee, as applicable, or a right of the Certificateholders. Nothing herein shall be deemed
to create in the Certificateholders a right to prior payment of distributions over the Master Servicer’s or the Trustee’s,
as applicable, right to




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reimbursement for Advances (deferred or otherwise)
and accrued interest thereon. In all events, the decision to defer reimbursement or to seek immediate reimbursement of Nonrecoverable
Advances shall be deemed to be in accordance with the Servicing Standard and none of the Master Servicer, the Trustee or the other parties
to this Agreement shall have any liability to one another or to any of the Certificateholders or any of the Companion Holders for any
such election that such party makes as contemplated by this section or for any losses, damages or other adverse economic or other effects
that may arise from such an election, nor shall such election constitute a violation of the Servicing Standard or any duty under this
Agreement. Neither of the Master Servicer or the Trustee shall have any liability whatsoever for making an election, or refraining from
making an election, that is authorized under this Section 3.17.


No determination by the Master
Servicer (or the Special Servicer or the Trustee, as applicable) to exercise its sole option to defer the reimbursement of Advances and/or
interest thereon under this section shall be construed as an agreement by the Master Servicer (or the Special Servicer or the Trustee,
as applicable) to subordinate (in respect of realizing losses), to any Class of Certificates, such party’s right to such reimbursement
during such period of deferral.


With respect to any modification
or amendment of any Intercreditor Agreement related to a Serviced Whole Loan (to the extent received), the Master Servicer or the Special
Servicer, as applicable, shall provide to the 17g-5 Information Provider a copy of any such modification or amendment, which the 17g-5
Information Provider shall promptly post on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


(d)                   With
respect to any Mortgage Loan (or Serviced Whole Loan), if the related loan documents permit the lender to (but do not require the lender
to), at its option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), apply amounts held in any
reserve account as a prepayment or hold such amounts in a reserve account, the Master Servicer or Special Servicer, as applicable, may
not apply such amounts as a prepayment, and will instead continue to hold such amounts in the applicable reserve account, unless not
applying those amounts as a prepayment would be a violation of the Servicing Standard. Such amount may be used, if permitted under the
loan documents, to defease the loan, or may be used to prepay the Mortgage Loan (or Serviced Whole Loan), or for other purpose consistent
with the Servicing Standard and the loan documents, upon a subsequent default.


(e)              
Within three (3) Business Days after the execution of any amendment or modification of any Intercreditor Agreement, the Master
Servicer or the Special Servicer, as applicable, shall provide to the Certificate Administrator a copy of such modification or amendment
of any such Intercreditor Agreement, and such amendment or modification shall be a Reportable Event as set forth in Section 11.07.


Section 3.18                   Modifications,
Waivers, Amendments and Consents. (a)  Except as set forth in Section 3.08(a), Section 3.08(b),
this Section 3.18(a), Section 3.18(c), Section 3.18(f), Section 3.18(g) and Section 6.08,
but subject to any other conditions set forth thereunder (including, without limitation, the Special Servicer’s or the Master Servicer’s
processing and/or consent rights pursuant to this subsection (a) with respect to any modification, waiver or amendment that constitutes
a Major Decision or a Special Servicer Decision) and, with




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respect to any Mortgage Loan (other than any
Non-Serviced Mortgage Loan) or any Serviced Whole Loan, (and with respect to any Serviced Whole Loan, subject to the rights of the related
Companion Holder, as applicable, to advise or consult with the Master Servicer or Special Servicer, as applicable, with respect to, or
to consent to, a modification, waiver or amendment, in each case, pursuant to the terms of the related Intercreditor Agreement), the Master
Servicer shall not agree to any modification, waiver or amendment to the terms of a Mortgage Loan and/or Companion Loan that constitutes
a Major Decision or Special Servicer Decision without (x) prior to the occurrence and continuance of a Control Termination Event and other
than with respect to any Excluded Loan, the consent (or deemed consent) of the Directing Certificateholder having been obtained by the
Special Servicer to the extent required by, and pursuant to the process described under, Section 6.08(a) or (y) after the occurrence
and during the continuance of a Control Termination Event, but prior to the occurrence and continuance of a Consultation Termination Event,
and other than with respect to any Excluded Loan, the Special Servicer having consulted with the Directing Certificateholder if and to
the extent required pursuant to Section 6.08(a) or (z) after the occurrence and during the continuance of an Operating Advisor Consultation
Event, the Special Servicer having consulted with the Operating Advisor if and to the extent required pursuant to Section 6.08(a).
In connection with such consent, if the Master Servicer is processing such modification, waiver or amendment, the Master Servicer shall
promptly provide the Special Servicer with notice of any request for such modification, waiver or amendment, the Master Servicer’s
written recommendation and analysis, and all information reasonably available to the Master Servicer that may be reasonably requested
by the Special Servicer in order to grant or withhold such consent; provided that in the event that the Special Servicer does not
respond within ten (10) Business Days (or 30 days in the case of an Acceptable Insurance Default) after receipt of such recommendation
and analysis and all such information reasonably requested by the Special Servicer in order to grant or withhold such consent, plus the
time period provided to the Directing Certificateholder or other relevant party under this Agreement and, if applicable, any time period
provided to a Companion Holder under a related Intercreditor Agreement, the Special Servicer’s consent to such modification, waiver
or amendment shall be deemed granted; and provided, further,
that no extension entered into pursuant to this Section 3.18(a) shall extend the Maturity Date beyond the earlier of (i) five
(5) years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured solely or primarily by a leasehold
estate and not also the related fee interest, the date twenty (20) years or, to the extent consistent with the Servicing Standard giving
due consideration to the remaining term of the Ground Lease, ten (10) years, prior to the expiration of such leasehold estate. If such
extension would extend the Maturity Date of such Mortgage Loan and/or related Companion Loan for more than twelve (12) months from and
after the original Maturity Date of such Mortgage Loan and/or related Companion Loan and such Mortgage Loan and/or related Companion Loan
is not in default or default with respect thereto is not reasonably foreseeable, prior to any such extension, the party processing the
transaction shall (1) provide the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable,
the Operating Advisor and ((i) prior to the occurrence of a Consultation Termination Event and (ii) other than with respect
to any Excluded Loan with respect to such party) the Directing Certificateholder and the Risk Retention Consultation Party, with an Opinion
of Counsel (at the expense of the related Mortgagor to the extent permitted under the Mortgage Loan documents and, if not required or
permitted to be paid by the Mortgagor, to be paid as an expense of the Trust in accordance with Section 3.11(d)) that such extension
would not constitute a “significant




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modification” of the Mortgage Loan and/or
Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) and (2) subject to the Servicing
Standard, (w) prior to the occurrence and continuance of a Control Termination Event and other than with respect to an Excluded
Loan, obtain the consent of the Directing Certificateholder (or, with respect to any Serviced AB Whole Loan, prior to the occurrence and
continuance of a related AB Control Appraisal Period, the related AB Whole Loan Controlling Holder, to the extent required under the related
Intercreditor Agreement) (or other than with respect to any Excluded Loan with respect to such party, consult with (x) the Directing Certificateholder
(after the occurrence and during the continuance of a Control Termination Event, but prior to the
occurrence and continuance of a Consultation Termination Event) and (y) the Risk Retention Consultation Party pursuant
to the process described in Section 6.08(a) (which consent or consultation shall be coordinated through the Special Servicer)).
Notwithstanding the foregoing, subject to the rights of the related Companion Holder to advise the Master Servicer with respect to, or
consent to, such modification, waiver or amendment pursuant to the terms of the related Intercreditor Agreement and subject to the Special
Servicer’s processing and/or consent rights pursuant to this subsection (a), the Master Servicer, with respect to Non-Specially
Serviced Loans, without the consent of the applicable Special Servicer or Directing Certificateholder, may modify or amend the terms of
any Mortgage Loan and/or related Serviced Companion Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct
or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error; provided
that, if the Mortgage Loan (other than any Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan is not in default or default
with respect thereto is not reasonably foreseeable, such modification or amendment would not be a “significant modification”
of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b).


If a Mortgagor satisfies
the requirements set forth in the definition of “COVID Modification”
and subject to the determination and consent of the Special Servicer as set forth in clause (x) of the definition of Special Servicer
Decision, the Special Servicer may enter into a COVID Modification with the related Mortgagor. In exchange for a COVID Modification Fee,
the Special Servicer shall be responsible for processing any COVID Modification and any related COVID Modification Agreement for any COVID
Modified Loan. For the avoidance of doubt, the Master Servicer is entitled to 25% of any COVID Modification Fees with respect to any performing
loan.


Any fees or other charges
charged by the Special Servicer in connection with processing any COVID Modification or related COVID Modification Agreement with respect
to any COVID Modified Loan (in the aggregate with any other COVID Modification or COVID Modification Agreement with respect to such COVID
Modified Loan) shall not exceed an amount equal to 0.30% of the Cut-off Date Balance of the applicable Mortgage Loan (plus reasonable
and customary attorney’s fees and expenses, out of pocket third party fees and expenses and filing fees) and shall only be borne
by the related Mortgagor, not the Trust (“COVID Modification Fees”), and no Special Servicing Fee, Workout Fee or Liquidation
Fee will be payable in connection with a COVID Modification. To the extent that a Mortgagor with respect to any Mortgage Loan or Serviced
Whole Loan defaults under a COVID Modification or the Mortgage Loan becomes a Specially Serviced Loan, all caps and limitations on COVID
Modification Fees shall not be applicable and the Special Servicer shall be entitled to all other fees that would otherwise be payable
to the special servicer from the issuing entity or otherwise,




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including Special Servicing Fees, Workout Fees,
Liquidation Fees, Default Interest and all other Mortgagor-paid fees.


Subject to Section 6.08,
applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the Master Servicer nor the Special Servicer
shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any
time the Mortgage Loan and/or related Serviced Companion Loan is not in default pursuant to the terms of the related Mortgage Loan and/or
related Serviced Companion Loan documents or default with respect thereto is not reasonably foreseeable unless (i) the Master Servicer
or the Special Servicer, as applicable, obtains Rating Agency Confirmation from each Rating Agency (and delivers such Rating Agency Confirmation
to the Directing Certificateholder and the Risk Retention Consultation Party, if permitted by the applicable Rating Agency) and a confirmation
of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25) and (ii) such substitution would not be a “significant modification” of the Mortgage Loan and/or
related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse
REMIC Event to occur (and the Master Servicer or Special Servicer, as applicable, may obtain and rely upon an Opinion of Counsel (at the
expense of the related Mortgagor if not prohibited by the terms of the related Mortgage Loan documents, and if so prohibited, at the expense
of the Trust) with respect thereto).


In connection with (i) the
release of a Mortgaged Property (other than any Non-Serviced Mortgaged Property), or any portion of such Mortgaged Property from the lien
of the related Mortgage or (ii) the taking of a Mortgaged Property (other than any Non-Serviced Mortgaged Property), or any portion
of such Mortgaged Property by exercise of the power of eminent domain or condemnation, if the related Mortgage Loan documents require
the Master Servicer or the Special Servicer, as applicable, to calculate (or to approve the calculation of the related Mortgagor of) the
loan-to-value ratio of the remaining Mortgaged Property or Mortgaged Properties or the fair market value of the real property
constituting the remaining Mortgaged Property or Mortgaged Properties, for purposes of REMIC qualification of the related Mortgage Loan,
then such calculation shall, unless then permitted by the REMIC Provisions, exclude the value of personal property and going concern value,
if any, as determined by an appropriate third party.


If, following any such release
or taking, the loan-to-value ratio (as so calculated) is greater than 125%, the Master Servicer or Special Servicer, as applicable, shall
require payment of principal by a “qualified amount” as determined under Revenue Procedure 2010-30 or any successor provision,
unless the related Mortgagor provides an Opinion of Counsel (at the expense of the related Mortgagor if allowed by the terms of the related
Mortgage Loan documents, and if not allowed, at the expense of the Trust) that, if such amount is not paid, the related Mortgage Loan
will not fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code (but without regard to the
rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective obligation to be treated as a qualified mortgage).




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Upon receiving a request for
any matter described in this Section 3.18(a) that constitutes a Special Servicer Decision (other than a matter listed under subclauses
(i) and (ii) of clause (v) of Special Servicer Decisions) or a Major Decision with respect to any Non-Specially Serviced Loan, the Master
Servicer shall forward such request to the Special Servicer and, unless the Master Servicer and the Special Servicer mutually agree that
the Master Servicer shall process such request, the Special Servicer shall process such request and the Master Servicer shall have no
further obligation with respect to such request or such Special Servicer Decision (other than a matter listed under subclauses (i) and
(ii) of clause (v) of Special Servicer Decisions) or Major Decision.


(b)                               If
the Special Servicer determines that a modification, waiver or amendment (including, without limitation, the forgiveness or deferral
of interest or principal or the substitution of collateral pursuant to the terms of the Mortgage Loan (other than any Non-Serviced Mortgage
Loan) and/or related Serviced Companion Loan or otherwise, the release of collateral or the pledge of additional collateral) of the terms
of a Specially Serviced Loan (or any Non-Specially Serviced Loan with respect to which such determination derives from the Special Servicer’s
consideration of a Major Decision or Special Servicer Decision that is subject to its processing and/or consent rights pursuant to Section
3.18(a) of this Agreement) with respect to which a payment default or other material default has occurred or a payment default or
other material default is, in the Special Servicer’s judgment, reasonably foreseeable (as evidenced by an Officer’s Certificate
of the Special Servicer), is reasonably likely to produce a greater recovery on a net present value basis (the relevant discounting to
be performed at the related Mortgage Rate) to the Trust and, if applicable, the Companion Holders, as the holders of the related Serviced
Companion Loan, than liquidation of such Specially Serviced Loan, then the Special Servicer may agree to a modification, waiver or amendment
of such Specially Serviced Loan, subject to (x) the provisions of this Section 3.18(b) and Section 3.18(c),
(y)(a) with respect to any Mortgage Loan other than any Excluded Loan with respect to the Directing Certificateholder, prior to
the occurrence and continuance of a Control Termination Event, the approval of the Directing Certificateholder (or after the occurrence
and during the continuance of a Control Termination Event, but prior to a Consultation Termination Event, upon consultation with the
Directing Certificateholder) as provided in Section 6.08 and (b) with respect to any Major Decision in respect of a Specially
Serviced Loan other than an Excluded Loan with respect to the Risk Retention Consultation Party, upon consultation with the Risk Retention
Consultation Party as provided in Section 6.08; provided that with respect to any Serviced AB Whole Loan, prior
to the occurrence and continuance of the related AB Control Appraisal Period, the approval of the related AB Whole Loan Controlling Holder
will be required to the extent set forth in the related Intercreditor Agreement and the Directing Certificateholder shall have no consent
or consultation rights, and the Risk Retention Consultation Party shall have no consultation rights, regarding the matter; and (z) additionally,
with respect to a Serviced Whole Loan, the rights of the related Companion Holder or with respect to a Mortgage Loan (other than any
Non-Serviced Mortgage Loan) with mezzanine debt, the rights of the related mezzanine lender, to advise or consult with the Special Servicer
with respect to, or consent to, such modification, waiver or amendment, in each case, pursuant to the terms of the related Intercreditor
Agreement or mezzanine intercreditor agreement, as applicable; provided that in the case of any release or substitution of collateral
(other than a defeasance), the Special Servicer shall have obtained an Opinion of Counsel that such release or substitution would not
be a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations




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Section 1.860G-2(b) or otherwise cause
an Adverse REMIC Event to occur. Notwithstanding anything herein to the contrary, with respect to any Excluded Loan (regardless of whether
an Operating Advisor Consultation Event has occurred and is continuing), the Special Servicer shall consult with the Operating Advisor,
on a non-binding basis, in connection with the related transactions involving proposed Major Decisions and consider alternative actions
recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08 for
consulting with the Operating Advisor.


The Special Servicer shall
use its reasonable efforts to the extent possible to cause each Specially Serviced Loan to fully amortize prior to the Rated Final Distribution
Date and shall not agree to a modification, waiver or amendment of any term of any Specially Serviced Loan if such modification, waiver
or amendment would (1) extend the Maturity Date of any such Specially Serviced Loan to a date occurring later than the earlier of
(a) five (5) years prior to the Rated Final Distribution Date and (b) if such Specially Serviced Loan is secured solely or primarily
by a leasehold estate and not also the related fee interest, the date occurring twenty (20) years or, to the extent consistent with the
Servicing Standard giving due consideration to the remaining term of the Ground Lease and, ((i) prior to the occurrence and continuance
of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to such party) with the consent
of the Directing Certificateholder and ((i) to the extent such modification, waiver or amendment constitutes a Major Decision and (ii)
other than with respect to any Excluded Loan with respect to such party) after consultation with the Risk Retention Consultation Party,
ten (10) years prior to the expiration of such leasehold estate (including any options to extend such leasehold estate exercisable unilaterally
by the related Mortgagor), or (2) provide for the deferral of interest unless interest accrues on the related Mortgage Loan, or Serviced
Whole Loan generally at the related Mortgage Rate.


(c)                                Any
provision of this Section 3.18 to the contrary notwithstanding, except when a Mortgage Loan and/or Companion Loan is in
default or default with respect thereto is reasonably foreseeable, no fee described in this Section 3.18 shall be collected
by any Master Servicer or Special Servicer from a Mortgagor (or on behalf of the Mortgagor) in conjunction with any consent or any modification,
waiver or amendment of a Mortgage Loan or Companion Loan, as applicable (unless the amount thereof is specified in the related Mortgage
Note) if the collection of such fee would cause such consent, modification, waiver or amendment to be a “significant modification”
of the Mortgage Note within the meaning of Treasury Regulations Section 1.860G-2(b).


To the extent consistent
with this Agreement (including, without limitation, the first sentence of Section 3.18(a), and Section 6.08),
the Master Servicer (as provided in Section 3.08(a) and 3.08(b) and subject to the Special Servicer’s processing
and/or consent rights, if any such waiver, modification or amendment constitutes a Major Decision or Special Servicer Decision) or the
Special Servicer may, consistent with the Servicing Standard, agree to any waiver, modification or amendment of a Mortgage Loan and/or
Serviced Companion Loan that is not in default or as to which default is not reasonably foreseeable only if the contemplated waiver, modification
or amendment (i) will not be a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations
Section 1.860G-2(b) and (ii) will not cause an Adverse REMIC Event to occur. In making this determination, the Master Servicer
or Special Servicer may obtain and rely upon (and shall provide to the Trustee and the Certificate




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Administrator if obtained) an Opinion of Counsel
(at the expense of the related Mortgagor or such other Person requesting such modification or, if such expense cannot be collected from
the related Mortgagor or such other Person, to be paid out of the Collection Account pursuant to Section 3.05(a); provided
that the Master Servicer or Special Servicer, as the case may be, shall use its reasonable efforts to collect such fee from the Mortgagor
or such other Person to the extent permitted under the related Mortgage Loan documents). Notwithstanding the foregoing, neither the Master
Servicer nor the Special Servicer may waive the payment of any Prepayment Premium or Yield Maintenance Charge or the requirement that
any prepayment of a Mortgage Loan or Trust Subordinate Companion Loan be made on a Due Date, or if not made on a Due Date, be accompanied
by all interest that would be due on the next Due Date with respect to any Mortgage Loan or Trust Subordinate Companion Loan, Serviced
Companion Loan that is not a Specially Serviced Loan.


(d)                               Subject
to Section 3.18(c), the Master Servicer and the Special Servicer each may, as a condition to its granting any request by
a Mortgagor for consent, modification (including extensions), waiver or indulgence or any other matter or thing, the granting of which
is within the Master Servicer’s or the Special Servicer’s, as the case may be, discretion pursuant to the terms of the instruments
evidencing or securing the related Mortgage Loan or Companion Loan and is permitted by the terms of this Agreement, require that such
Mortgagor pay to the Master Servicer or the Special Servicer, as the case may be, as additional servicing compensation, a reasonable
or customary fee, for the additional services performed in connection with such request; provided that the charging of such fee
is not a “significant modification” of the Mortgage Loan or Trust Subordinate Companion Loan within the meaning of Treasury
Regulations Section 1.860G-2(b).


(e)                                All
modifications (including extensions), waivers and amendments of the Mortgage Loans and/or Companion Loans entered into pursuant to this
Section 3.18 shall be in writing, signed by the Master Servicer or the Special Servicer, as the case may be, and the related
Mortgagor (and by any guarantor of the related Mortgage Loan or Trust Subordinate Companion Loan, if such guarantor’s signature
is required by the Special Servicer in accordance with the Servicing Standard).


With respect to any modification,
waiver, amendment or consent for which it is responsible for processing pursuant
to Section 3.18(a), the Special Servicer shall notify the Master Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor, the Directing Certificateholder (other than (i) following the occurrence of a Consultation Termination Event
and (ii) with respect to any Excluded Loan), the Risk Retention Consultation Party (other than with respect to any Excluded Loan),
the applicable Companion Holder (or if such Companion Loan is included in a securitization, the master servicer of such Other Securitization)
(unless, with respect to a holder of a Serviced AB Subordinate Companion Loan, an AB Control Appraisal Period has occurred, if applicable,
or with respect to a holder of the Trust Subordinate Companion Loan, a Park West Village Note B-A Consultation Termination Event has occurred
and is continuing), and the 17g-5 Information Provider (which shall promptly post such notice on the 17g-5 Information Provider’s
Website in accordance with Section 3.13(c)) in writing of any modification, waiver or amendment (in each case, after it is
finalized and executed) of any term of any Mortgage Loan or Companion Loan that is modified, waived or amended and the date thereof. With
respect to any modification, waiver or amendment (in each case, after it is




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finalized and executed) for which it is responsible
for processing pursuant to Section 3.18(a), the Master Servicer
shall provide written notice of any such modification, waiver or amendment to the Trustee, the Certificate Administrator, the Special
Servicer, the Directing Certificateholder (prior to the occurrence of a Consultation Termination Event and other than with respect to
an Excluded Loan), the Risk Retention Consultation Party (other than with respect to any Excluded Loan), the applicable Companion Holder
(unless, with respect to a holder of a Serviced AB Subordinate Companion Loan, an AB Control Appraisal Period has occurred, if applicable,
or with respect to a holder of the Trust Subordinate Companion Loan, a Park West Village Note B-A Consultation Termination Event
has occurred and is continuing) and the related Mortgage Loan Seller (so long as such Mortgage Loan Seller is not a Master Servicer or
Sub-Servicer of such Mortgage Loan or the Directing Certificateholder or the Risk Retention Consultation Party) and the 17g-5
Information Provider (which shall promptly post such notice on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)).
The party responsible for delivering notice shall deliver to the Custodian with a copy to the Master Servicer (if such notice is being
delivered by the Special Servicer) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such
modification, waiver or amendment, promptly (and in any event within ten (10) Business Days) following the execution thereof, with a copy
to the applicable Companion Holder (or if such Companion Loan is in a securitization, the master servicer of such Other Securitization),
if any. Following receipt of the Master Servicer’s or the Special Servicer’s, as applicable, delivery of the aforesaid modification,
waiver or amendment to the Certificate Administrator, the Certificate Administrator shall forward a copy thereof to each Holder of a Certificate
(other than the Class R Certificates) upon request. With respect to the processing of any modification, waiver or consent related
to any Mortgagor incurring Additional Debt or mezzanine debt, the Special Servicer (if the Special Servicer processes such modification,
waiver or consent pursuant to Section 3.18(a)) or the Master Servicer (if the Master Servicer processes such modification,
waiver or consent pursuant to Section 3.18(a)) shall, on or before the later of (i) 3:00 p.m. on the related P&I
Advance Date and (ii) five (5) Business Days immediately following the Master Servicer or Special Servicer, as applicable, obtaining
actual knowledge of the incurrence of such Additional Debt or mezzanine debt, deliver notice of the Mortgagor’s incurrence of such
debt, substantially in the form of Exhibit KK, to cts.sec.notifications@wellsfargo.com. The notice contemplated in
the preceding sentence shall set forth, to the extent the Special Servicer or Master Servicer, as applicable, has the requisite information
or can reasonably obtain such information, (1) the amount of Additional Debt that was incurred in the related Collection Period, (2) the
total debt service coverage ratio calculated on the basis of such Mortgage Loan and Additional Debt, and (3) the aggregate LTV Ratio calculated
on the basis of such Mortgage Loan and Additional Debt. In the event that either (i) the CREFC® Investor Reporting
Package is amended to include such information set forth above, in a manner reasonably acceptable to the Master Servicer, Special Servicer
and Certificate Administrator, as applicable, and the Master Servicer confirms with the Certificate Administrator that such amended CREFC®
Investor Reporting Package enables the Certificate Administrator to include such information on Form 10-D in a manner reasonably acceptable
to the Certificate Administrator, or (ii) the Trust is no longer subject to the Exchange Act, the additional report in the form of
Exhibit KK shall no longer be required hereunder. From time to time, the Master Servicer, Special Servicer and Certificate
Administrator may agree on a different delivery time and format for the information set forth in this paragraph.




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(f)                                  The Master Servicer shall process all defeasance transactions, subject to the Special Servicer’s consent with respect to
any Special Servicer Decision relating to a defeasance. Notwithstanding the foregoing, the Master Servicer shall not permit (or, with
regard to any Non-Serviced Mortgage Loan, take any act in furtherance of) the substitution of any Mortgaged Property pursuant to
the defeasance provisions of any Mortgage Loan or a Serviced Whole Loan unless such defeasance complies with Treasury Regulations Section 1.860G-2(a)(8)(ii)
and the Master Servicer has received (i) replacement collateral consisting of government securities within the meaning of Treasury
Regulations Section 1.860G-2(a)(8)(ii), which satisfies the requirements of the applicable Mortgage Loan documents, in an
amount sufficient to make all scheduled payments under the related Mortgage Loan or Trust Subordinate Companion Loan (or defeased portion
thereof) when due, (ii) a certificate of an Independent certified public accountant to the effect that such substituted property
will provide cash flows sufficient to meet all payments of interest and principal (including payments at maturity) on such Mortgage Loan
or Serviced Whole Loan in compliance with the requirements of the terms of the related Mortgage Loan or Trust Subordinate Companion Loan
documents and, if applicable, Companion Loan documents, (iii) one or more Opinions of Counsel (at the expense of the related Mortgagor)
to the effect that the Trustee, on behalf of the Trust, will have a first priority perfected security interest in such substituted Mortgaged
Property; provided, however, that, to the extent consistent with the related Mortgage Loan documents and, if applicable,
Companion Loan documents, the related Mortgagor shall pay the cost of any such opinion as a condition to granting such defeasance, (iv) to
the extent consistent with the related Mortgage Loan documents and, if applicable, Companion Loan documents, the Mortgagor shall establish
a single purpose entity to act as a successor Mortgagor, if so required by the Rating Agencies, (v) to the extent permissible
under the related Mortgage Loan documents and, if applicable, Companion Loan documents, the Master Servicer shall use its reasonable
efforts to require the related Mortgagor to pay all costs of such defeasance, including but not limited to the cost of maintaining any
successor Mortgagor, and (vi) to the extent permissible under the Mortgage Loan documents and, if applicable, Companion Loan documents,
the Master Servicer shall obtain, at the expense of the related Mortgagor, Rating Agency Confirmation from each Rating Agency and a confirmation
of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25); provided, further, however, that no such confirmation from any Rating Agency shall
be required to the extent that the Master Servicer has delivered a defeasance certificate substantially in the form of Exhibit U
hereto for any Mortgage Loan or Trust Subordinate Companion Loan that (together with any Mortgage Loans cross-collateralized
with such Mortgage Loans) is: (i) a Mortgage Loan with a Cut-off Date Balance less than $35,000,000, (ii) a Mortgage Loan
that represents less than 5% of the aggregate Cut-off Date Balance of all Mortgage Loans, and (iii) a Mortgage Loan that is not
one of the ten largest Mortgage Loans by Stated Principal Balance. Notwithstanding the foregoing, in the event that requiring the Mortgagor
to pay for the items specified in clauses (ii), (iv) and (v) in the preceding sentence would be inconsistent
with the related Mortgage Loan documents, such reasonable costs shall be paid by the related Mortgage Loan Seller as and to the extent
set forth in the applicable Mortgage Loan Purchase Agreement.




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(g)                               Notwithstanding anything herein or in the related Mortgage Loan documents and, if applicable, Companion Loan documents, to the
contrary, the Master Servicer may permit the substitution of “government securities,” within the meaning of Section 2(a)(16)
of the Investment Company Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) for any Mortgaged
Property pursuant to the defeasance provisions of any Mortgage Loan or a Serviced Whole Loan, as applicable (or any portion thereof),
in lieu of the defeasance collateral specified in the related Mortgage Loan documents or Serviced Whole Loan documents, as applicable;
provided that such substitution is consistent with the Servicing Standard and the Master Servicer (subject to the Special Servicer’s
processing and/or consent rights with respect to any such action that constitutes a Major Decision or a Special Servicer Decision) reasonably
determines that allowing their use would not cause a default or event of default to become reasonably foreseeable and the Master Servicer
receives an Opinion of Counsel (at the expense of the Mortgagor to the extent permitted under the Mortgage Loan documents and, if applicable,
Companion Loan documents or otherwise as a Trust Fund expense) to the effect that such use would not be and would not constitute a “significant
modification” of such Mortgage Loan or Companion Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would
not otherwise constitute an Adverse REMIC Event with respect to any Trust REMIC; and provided, further, that the requirements
set forth in Section 3.18(f) (including receipt of any Rating Agency Confirmation) are satisfied; and provided,
further, that such securities are backed by the full faith and credit of the United States government, or the Master Servicer
shall obtain Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such action
will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan
Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating
Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25).


Notwithstanding the foregoing,
with respect to the Mortgage Loans identified as Mortgage Loan Numbers 2, 3, 4, 7, 9, 10, 11, 14, 15, 17, 18, 22, 26, 31, 32, 33, 35,
36, 38, 39, 41, 43, 45, 47 and 48 for which AREF, KeyBank, LMF, BSPRT or UBS AG is the applicable Mortgage Loan Seller and that are subject
to defeasance, the related Mortgage Loan Seller has transferred to a third party or has retained on behalf of itself or an Affiliate the
right to establish or designate the successor borrower and/or to purchase or cause to be purchased the related defeasance collateral (any
such right or obligation, the “Retained Defeasance Rights and Obligations”). In the event the Master Servicer receives
notice of a defeasance request with respect to a Mortgage Loan for which AREF, KeyBank, LMF, BSPRT or UBS AG is the related Mortgage Loan
Seller, which such Mortgage Loan provides for Retained Defeasance Rights and Obligations in the related Mortgage Loan documents, the Master
Servicer shall provide, within five (5) Business Days of receipt of such notice, written notice of such defeasance request to AREF,
KeyBank, LMF, BSPRT or UBS AG, as applicable. Until such time as the related Mortgage Loan Seller provides the Master Servicer with written
notice to the contrary, the notice of a defeasance of a Mortgage Loan with Retained Defeasance Rights and Obligations as to which AREF,
KeyBank, LMF, BSPRT or UBS AG is the related Mortgage Loan Seller shall be delivered to the related Mortgage Loan Seller at its respective
notice address provided under Section 13.05. With respect to any such Mortgage Loan that is subject to defeasance, if the
successor borrower is not designated or formed by the related Mortgage Loan Seller or any




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Affiliate or successor thereto, the successor
borrower shall be reasonably acceptable to the Master Servicer in accordance with the Servicing Standard.


(h)                               If
required under the related Mortgage Loan or Companion Loan documents or if otherwise consistent with the Servicing Standard, the Master
Servicer shall establish and maintain one or more accounts (the “Defeasance Accounts”), which shall be Eligible Accounts,
into which all payments received by the Master Servicer from any defeasance collateral substituted for any Mortgaged Property shall be
deposited and retained, and shall administer such Defeasance Accounts in accordance with the Mortgage Loan or Companion Loan documents.
Notwithstanding the foregoing, in no event shall the Master Servicer permit such amounts to be maintained in the Defeasance Account for
a period in excess of ninety (90) days, unless such amounts are reinvested by the Master Servicer in “government securities,”
within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii).
To the extent not required or permitted to be placed in a separate account, the Master Servicer shall deposit all payments received by
it from defeasance collateral substituted for any Mortgaged Property into the Collection Account and treat any such payments as payments
made on the Mortgage Loan or Companion Loan in advance of its Due Date in accordance with clause (a)(i) of the definition
of “Pooled Available Funds” or clause (a)(i) of the definition of “Park West Village Available Funds” and not
as a prepayment of the related Mortgage Loan or Companion Loan. Notwithstanding anything herein to the contrary, in no event shall the
Master Servicer permit such amounts to be maintained in the Collection Account for a period in excess of 365 days (or 366 days in the
case of a leap year).


(i)                                   Notwithstanding
anything to the contrary in this Agreement, neither the Master Servicer nor the Special Servicer, as applicable, shall, unless it has
received Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities
(if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25) (the cost of which shall be paid
by the related Mortgagor, if so allowed by the terms of the related loan documents and otherwise paid out of general collections) grant
or accept any consent, approval or direction regarding the termination of the related property manager or the designation of any replacement
property manager, with respect to any Mortgaged Property that secures a Mortgage Loan that (i) is one of the ten largest Mortgage
Loans by Stated Principal Balance or (ii) has an unpaid principal balance that is at least equal to five percent (5%) of the then
aggregate principal balance of all Mortgage Loans or $35,000,000.


(j)                                   Notwithstanding
anything to the contrary in this Agreement, in connection with any modification, waiver, consent or amendment in connection with any
defeasance transaction contemplated by clause (v) in the definition of “Special Servicer Decision,” if applicable, the Special
Servicer shall not process, consent to or approve, as applicable, any such modification, waiver, consent or amendment without first having
received a copy of an Opinion of Counsel addressed to the Special Servicer and the Master Servicer that such modification, waiver, consent
or amendment will not cause an Adverse REMIC Event to occur.




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In addition to the foregoing,
the Mortgagors may request payment forbearance because of COVID-19 related financial hardship. The Special Servicer shall be allowed to
grant a forbearance on a Mortgage Loan related to the global COVID-19 Emergency if (i) prior to October 1, 2021 (or prior to a later date
provided by the IRS in any future guidance), the period of forbearance granted, when added to any prior periods of forbearance granted
before or after the Trust acquired such Mortgage Loan (whether or not such prior grants of forbearance were covered by Section 5.02(2)
of Revenue Procedure 2020-26 (as extended by Revenue Procedure 2021-12 or any future guidance)), does not exceed six months (or such longer
period of time as may be allowed by guidance that is binding on federal income tax authorities) and such forbearance is otherwise covered
by Section 5.02(2) of Revenue Procedure 2020-26 (as extended by Revenue Procedure 2021-12 or any future guidance), (ii) such forbearance
is permitted under another provision of this Agreement and the requirements under such provision are satisfied, or (iii) an Opinion of
Counsel is delivered to the effect that such forbearance will not result in an Adverse REMIC Event.


Section 3.19                   Transfer
of Servicing Between Master Servicer and Special Servicer; Recordkeeping; Asset Status Report. (a)  Upon determining
that a Servicing Transfer Event has occurred with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan), Serviced
Companion Loan, the Master Servicer or the Special Servicer, as applicable, shall promptly give notice to the Master Servicer or the
Special Servicer, as applicable, the Operating Advisor and ((i) prior to the occurrence of a Consultation Termination Event and
(ii) other than with respect to any Excluded Loan) the Directing Certificateholder thereof, and the Master Servicer shall deliver
the related Mortgage File and Servicing File to the Special Servicer and concurrently provide a copy of such Servicing File, exclusive
of all Privileged Communications, to the Operating Advisor. The Master Servicer shall use its reasonable efforts to provide the Special
Servicer with all documents and records (including records stored electronically on computer tapes, magnetic discs and the like) relating
to such Mortgage Loan and, if applicable, the related Serviced Companion Loan, either in the Master Servicer’s possession or otherwise
available to the Master Servicer without undue burden or expense, and reasonably requested by the Special Servicer to enable it to assume
its functions hereunder with respect thereto. The Master Servicer shall use its reasonable efforts to comply with the preceding sentence
within five (5) Business Days of the occurrence of each related Servicing Transfer Event (or, in the case of clauses (viii),
(ix) or (x) of the definition of Servicing Transfer Event, within five (5) Business Days of receiving notice from the Special Servicer
of such Servicing Transfer Event when the Special Servicer makes the determination) and in any event shall continue to act as Master
Servicer and administrator of such Mortgage Loan and, if applicable, the related Serviced Companion Loan until the Special Servicer has
commenced the servicing of such Mortgage Loan and, if applicable, the related Serviced Companion Loan. The Master Servicer shall deliver
to the Trustee, the Certificate Administrator, the Operating Advisor, and ((i) prior to the occurrence of a Consultation Termination
Event or (ii) other than with respect to any Excluded Loan) the Directing Certificateholder, a copy of the notice of such Servicing
Transfer Event provided by the Master Servicer to the Special Servicer, or by the Special Servicer to the Master Servicer, pursuant to
this Section 3.19. Prior to the occurrence of a Consultation Termination Event, the Certificate Administrator shall deliver
to each Controlling Class Certificateholder a copy of the notice of such Servicing Transfer Event provided by the Master Servicer pursuant
to this Section 3.19.




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Notwithstanding the foregoing,
if, during the time the Special Servicer is processing a COVID Modification a separate Servicing Transfer Event occurs that would have
been addressed by the COVID Modification in process (including, but not limited to, up to a 60 day delinquency in payment under a Mortgage
Loan), subject to the Servicing Standard, the Special Servicer shall either (i) complete the COVID Modification or (ii) designate the
loan as a Specially Serviced Loan as determined by the Special Servicer in accordance with the Servicing Standard.


Upon determining that a Specially
Serviced Loan (other than an REO Loan) has become current and has remained current for three consecutive Periodic Payments (provided
that (i) no additional Servicing Transfer Event is foreseeable in the reasonable judgment of the Special Servicer, and (ii) for
such purposes taking into account any modification or amendment of such Mortgage Loan and, if applicable, the related Companion Loan),
and that no other Servicing Transfer Event is continuing with respect thereto, the Special Servicer shall immediately give notice thereof
to the Master Servicer, the Operating Advisor, the related Serviced Companion Noteholder (unless with respect to a Serviced AB Whole Loan
an AB Control Appraisal Period has occurred) and ((i) prior to the occurrence of a Consultation Termination Event and (ii) other
than with respect to any Excluded Loan) the Directing Certificateholder and shall return the related Mortgage File and Servicing File
to the Master Servicer (or copies thereof if copies only were delivered to the Special Servicer) and upon giving such notice, and returning
such Mortgage File and Servicing File to the Master Servicer, the Special Servicer’s obligation to service such Corrected Loan shall
terminate and the obligations of the Master Servicer to service and administer such Mortgage Loan and, if applicable, the related Companion
Loan shall recommence.


(b)                               In
servicing any Specially Serviced Loans and Serviced Companion Loans, the Special Servicer will provide to the Custodian originals of
documents included within the definition of “Mortgage File” for inclusion in the related Mortgage File to the extent within
its possession (with a copy of each such original to the Master Servicer), and provide the Master Servicer with copies of any additional
related Mortgage Loan or Serviced Companion Loan information including correspondence with the related Mortgagor.


(c)                                 Notwithstanding
the provisions of Section 3.12(c), the Master Servicer shall maintain ongoing payment records with respect to each of the
Specially Serviced Loans, Serviced Companion Loans and REO Properties (other than with respect to a Non-Serviced Mortgage Loan) and
shall provide the Special Servicer with any information in its possession with respect to such records to enable the Special Servicer
to perform its duties under this Agreement; provided that this statement shall not be construed to require the Master Servicer
to produce any additional reports.


(d)                               No
later than sixty (60) days after a Servicing Transfer Event for a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Trust
Subordinate Companion Loan and, if applicable, the related Companion Loan (the “Initial Delivery Date”), the Special
Servicer shall deliver in electronic format (i) a report (the “Asset Status Report”) with respect to such Mortgage
Loan or Trust Subordinate Companion Loan and related Companion Loan, if applicable, and the related Mortgaged Property and (ii) amend,
update or create a new Asset Status Report to the extent that during the course of the resolution of such Specially Serviced




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Loan material changes in the circumstances
and/or strategy reflected in any current Final Asset Status Report are necessary to reflect the then current circumstances and recommendation
as to how the Specially Serviced Loan might be returned to performing status or otherwise liquidated in accordance with the Servicing
Standard (each such report a “Subsequent Asset Status Report”). The Special Servicer shall deliver each Asset Status
Report in electronic form to: (i) the Master Servicer, (ii) the Directing Certificateholder (but only in respect of any Mortgage Loan
or the Trust Subordinate Companion Loan, as applicable, other than any Excluded Loan as to such party and in any event prior to the occurrence
of an Operating Advisor Consultation Event), (iii) the Risk Retention Consultation Party (but only with respect to any Mortgage Loan other
than any Excluded Loan as to such party), (iv) the AB Whole Loan Controlling Holder with respect to the Serviced AB Whole Loan, only to
the extent the Serviced AB Subordinate Companion Loan is not subject to an AB Control Appraisal Period, (v) the Operating Advisor
(but, other than with respect to an Excluded Loan as to the Directing Certificateholder or the Holder of the majority of the Controlling
Class, only after the occurrence and during the continuance of an Operating Advisor Consultation Event, and in the case of any Serviced
AB Whole Loan, only to the extent such Serviced AB Whole Loan is subject to an AB Control Appraisal Period), (vi) the 17g-5 Information
Provider (which shall promptly post such report on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c))
and, (vii) with respect to any related Serviced Companion Loan, to the extent the related Serviced Companion Loan has been included in
an Other Securitization, to the master servicer of such Other Securitization into which the related Serviced Companion Loan has been sold
or to the related Companion Holder. Such Asset Status Report shall set forth the following information to the extent reasonably determinable
based on the information that was delivered to the Special Servicer in connection with the transfer of servicing pursuant to the Servicing
Transfer Event:


(i)                                   a
summary of the status of such Specially Serviced Loan and any negotiations with the related Mortgagor;


(ii)                                a
discussion of the legal and environmental considerations reasonably known to the Special Servicer, consistent with the Servicing Standard,
that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties or other collateral for
the related Specially Serviced Loan (and any related Serviced Companion Loan) and whether outside legal counsel has been retained;


(iii)                             the
most current rent roll and income or operating statement available for the related Mortgaged Property;


(iv)                            (A) the
Special Servicer’s recommendations on how such Specially Serviced Loan might be returned to performing status (including the modification
of a monetary term, and any workout, restructure or debt forgiveness) and returned to the Master Servicer for regular servicing or foreclosed
or otherwise realized upon (including any proposed sale of a Defaulted Loan or REO Property), (B) a description of any such proposed
or taken actions, and (C) the alternative courses of action that were or are being considered by the Special Servicer in connection
with the proposed or taken actions;


(v)                               the
status of any foreclosure actions or other proceedings undertaken with respect to the Specially Serviced Loan, any proposed workouts
and the status of any




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negotiations with respect to such workouts,
and an assessment of the likelihood of additional defaults under the related Mortgage Loan or Serviced Whole Loan;


(vi)                            a
description of any amendment, modification or waiver of a material term of any ground lease (or any space lease or air rights lease,
if applicable) or franchise agreement;


(vii)                         the
decision that the Special Servicer made, or intends or proposes to make, including a narrative analysis setting forth the Special Servicer’s
rationale for its proposed decision, including its rejection of the alternatives;


(viii)                      an
analysis of whether or not taking such proposed action is reasonably likely to produce a greater recovery on a present value basis than
not taking such action, setting forth (x) the basis on which the Special Servicer made such determination and (y) the net
present value calculation and all related assumptions;


(ix)                              the
Appraised Value of the related Mortgaged Property (and a copy of the last obtained Appraisal of such Mortgaged Property) together with
a description of any adjustments to the valuation of such Mortgaged Property made by the Special Servicer together with an explanation
of those adjustments; and


(x)                                such
other information as the Special Servicer deems relevant in light of the Servicing Standard.


A summary of each Final Asset
Status Report shall be provided to the Certificate Administrator and the Trustee and the Certificate Administrator shall post such summary
of the Final Asset Status Report to the Certificate Administrator’s website.


If within ten (10) Business
Days (or with respect to the Park West Village Whole Loan, fifteen (15) Business Days) of receiving an Asset Status Report, the Directing
Certificateholder does not disapprove such Asset Status Report in writing or if the Special Servicer makes a determination, in accordance
with the Servicing Standard that the disapproval by the Directing Certificateholder (communicated to the Special Servicer within ten (10)
Business Days (or with respect to the Park West Village Whole Loan, fifteen (15) Business Days)) is not in the best interest of all the
Certificateholders and the holder of any related Companion Loan, as a collective whole (taking into account the pari passu or subordinate
nature of any Companion Loan), the Special Servicer shall implement the recommended action as outlined in such Asset Status Report; provided,
however, that the Special Servicer may not take any action that is contrary to applicable law, the Servicing Standard or the terms
of the applicable Mortgage Loan documents. If, with respect to any Mortgage Loan other than an Excluded Loan as to the Directing Certificateholder
or the Holder of the majority of the Controlling Class, prior to the occurrence and continuance of any Control Termination Event, the
Directing Certificateholder disapproves such Asset Status Report within ten (10) Business Days (or with respect to the Park West
Village Whole Loan, fifteen (15) Business Days) of receipt and the Special Servicer has not made the affirmative determination described
above, the Special Servicer shall revise such Asset Status Report and deliver a new Asset Status Report as soon as practicable, but in
no event later than thirty (30) days after such disapproval, to the Master




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Servicer, the Directing Certificateholder (prior
to the occurrence of a Consultation Termination Event and, in the case of a Serviced AB Whole Loan, only prior to the occurrence of a
Consultation Termination Event and during an AB Control Appraisal Period with respect to the related AB Subordinate Companion Loan), the
Operating Advisor (but only after the occurrence and during the continuance of an Operating Advisor Consultation Event) and the 17g-5
Information Provider (which shall promptly post such report on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)).
With respect to any Mortgage Loan other than an Excluded Loan, prior to the occurrence and continuance of any Control Termination Event,
the Special Servicer shall revise such Asset Status Report as described above in this Section 3.19(d) until the Directing
Certificateholder shall fail to disapprove such revised Asset Status Report in writing within ten (10) Business Days (or with respect
to the Park West Village Whole Loan, fifteen (15) Business Days) of receiving such revised Asset Status Report or until the Special Servicer
makes a determination, in accordance with the Servicing Standard, that the disapproval is not in the best interests of the Certificateholders
and the holder of any related Companion Loan, as a collective whole (taking into account the pari passu or subordinate nature of
any Companion Loan); provided that, if the Directing Certificateholder has not approved the Asset Status Report for a period of
sixty (60) Business Days following the first submission of an Asset Status Report, the Special Servicer shall follow the Directing Certificateholder’s
direction, if such direction is consistent with the Servicing Standard; provided, however, that if the Directing Certificateholder’s
direction would cause the Special Servicer to violate the Servicing Standard, the Special Servicer may act upon the most recently submitted
form of Asset Status Report; provided, further, however, that such Asset Status Report does not, and is not intended
to be, a substitute for the approvals that are specifically required pursuant to Section 6.08. Prior to an Operating Advisor
Consultation Event, the Special Servicer shall deliver each Final Asset Status Report to the Operating Advisor promptly following the
completion of the Directing Certificateholder Approval Process.


The Special Servicer may,
from time to time, modify any Asset Status Report it has previously delivered and implement such report; provided that such report
shall have been prepared, reviewed and not rejected pursuant to the terms of this Section 3.19(d). Notwithstanding anything
herein to the contrary, with respect to any Excluded Loan (regardless of whether an Operating Advisor Consultation Event has occurred
and is continuing), the Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection with an Asset
Status Report for an Excluded Loan which includes a Major Decision and consider alternative actions recommended by the Operating Advisor,
in respect thereof, in accordance with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.


No direction or disapproval
of the Directing Certificateholder hereunder or under a related Intercreditor Agreement or failure of the Directing Certificateholder
to consent to or approve (including any deemed consents or approvals) any request of the Special Servicer, shall (a) require or cause
the Special Servicer to violate the terms of a Specially Serviced Loan, applicable law or any provision of this Agreement, including the
Special Servicer’s obligation to act in accordance with the Servicing Standard and to maintain the REMIC status of each Trust REMIC,
(b) result in the imposition of a “prohibited transaction” or “prohibited contribution” tax under the REMIC
Provisions, (c) expose the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Mortgage Loan Sellers,
the Trust, the Trustee, the Certificate Administrator or their respective officers, directors, members, employees or agents to




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any claim, suit or liability or (d) materially
expand the scope of the Special Servicer’s, Trustee’s or the Master Servicer’s responsibilities under this Agreement.


If an Operating Advisor Consultation
Event has occurred and is continuing (or, with respect to a Serviced AB Whole Loan, if both an Operating Advisor Consultation Event has
occurred and is continuing and an AB Control Appraisal Period is in effect), the Special Servicer shall promptly deliver each Asset Status
Report prepared in connection with a Specially Serviced Loan to the Operating Advisor (and if no Consultation Termination Event has occurred
and such Specially Serviced Loan is not an Excluded Loan as to such party, the Directing Certificateholder). Prior to the occurrence and
continuance of an Operating Advisor Consultation Event, the Operating Advisor’s review of a Final Asset Status Report shall only
provide background information to support the Operating Advisor’s duties concerning the Special Servicer’s compliance with
the Servicing Standard, and the Operating Advisor shall not provide comments to the Special Servicer in respect of such Final Asset Status
Report. After the occurrence and during the continuance of an Operating Advisor Consultation Event, the Operating Advisor shall provide
comments to the Special Servicer in respect of the Asset Status Report, if any, within ten (10) Business Days following the later of (i) receipt
of such Asset Status Report or (ii) receipt of such additional information reasonably requested by the Operating Advisor related
thereto, and propose possible alternative courses of action to the extent it determines such alternatives to be in the best interest of
the Certificateholders (including any Certificateholders that are holders of the Control Eligible Certificates), as a collective whole.
The Special Servicer shall consider such alternative courses of action and any other feedback provided by the Operating Advisor (and if
no Consultation Termination Event has occurred and is continuing and such Specially Serviced Loan is not an Excluded Loan as to such party,
the Directing Certificateholder) in connection with the Special Servicer’s preparation of any Asset Status Report. The Special Servicer
shall revise the Asset Status Report as it deems necessary to take into account any input and/or comments from the Operating Advisor (and
if no Consultation Termination Event has occurred and is continuing and such Specially Serviced Loan is not an Excluded Loan as to such
party, the Directing Certificateholder), to the extent the Special Servicer determines that the Operating Advisor’s and/or Directing
Certificateholder’s input and/or recommendations are consistent with the Servicing Standard and in the best interest of the Certificateholders
as a collective whole (or, with respect to a Serviced Whole Loan, the best interest of the Certificateholders and the holders of the related
Companion Loan, as a collective whole (taking into account the subordinate or pari passu nature of such Companion Loan)).


If the Special Servicer determines
to revise any Asset Status Report to take into account any input and/or comments from the Operating Advisor or the Directing Certificateholder,
the Special Servicer shall promptly revise the Asset Status Report, if applicable (but is under no obligation to follow any particular
recommendation of the Operating Advisor or the Directing Certificateholder), and deliver to the Operating Advisor and the Directing Certificateholder
the revised Asset Status Report (until a Final Asset Status Report is issued) or provide notice that the Special Servicer has decided
not to revise such Asset Status Report, as applicable.


After the occurrence and
during the continuance of a Control Termination Event, the Directing Certificateholder (and at any time with respect to any Excluded Loan
as to such party) shall have no right to consent to any Asset Status Report under this Section 3.19. After




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the occurrence and during the continuance of
a Control Termination Event but prior to the occurrence and continuance of a Consultation Termination Event, each of the Directing Certificateholder
(except with respect to any Excluded Loan or, prior to the occurrence and continuance of an AB Control Appraisal Period, the related Serviced
AB Whole Loan), and, if an Operating Advisor Consultation Event has occurred and is continuing, the Operating Advisor, shall consult with
the Special Servicer (electronically or telephonically) and propose alternative courses of action and provide other feedback on a non-binding
basis in respect of any Asset Status Report. After the occurrence and during the continuance of a Consultation Termination Event (and
at any time with respect to any Excluded Loan), the Directing Certificateholder (other than in its capacity as a Certificateholder) shall
have no right to receive any Asset Status Report or otherwise consult with the Special Servicer with respect to Asset Status Reports and
the Special Servicer shall only be obligated to consult with the Operating Advisor with respect to any Asset Status Report as described
above. The Special Servicer may choose to revise the Asset Status Report as it deems reasonably necessary in accordance with the Servicing
Standard to take into account any input and/or recommendations of the Operating Advisor or the Directing Certificateholder during the
applicable periods described above, but is under no obligation to follow any particular recommendation of the Operating Advisor or the
Directing Certificateholder.


Notwithstanding the foregoing,
prior to the occurrence and continuance of an AB Control Appraisal Period with respect to a Serviced AB Whole Loan, the Special Servicer
shall prepare an Asset Status Report for any Serviced AB Whole Loan, upon it becoming a Specially Serviced Loan pursuant to this Agreement
and the related Intercreditor Agreement, but the Directing Certificateholder will have no approval rights over any such Asset Status Report,
and the consent or approval rights with respect to such Asset Status Report shall be as set forth in the related Intercreditor Agreement.


(e)                                (i)  Upon
receiving notice of the occurrence of the events described in clause (iv) and (x) of the definition of Servicing
Transfer Event (without regard to the 60-day or 30-day period, respectively, set forth therein), the Master Servicer shall with
reasonable promptness give notice thereof, and shall use its reasonable efforts to provide the Special Servicer with all information
relating to the Mortgage Loan or Serviced Companion Loan and reasonably requested by the Special Servicer to enable it to negotiate with
the related Mortgagor. The Master Servicer shall use its reasonable efforts to comply with the preceding sentence within five (5) Business
Days of the occurrence of each such event.


(ii)                                After
the occurrence and during the continuance of a Control Termination Event, upon receiving notice of the occurrence of an event described
in clause (iv) or (x) of the definition of Servicing Transfer Event (without regard to the 60-day or 30-day
period, respectively, set forth therein), the Master Servicer shall deliver notice thereof to the Operating Advisor at the same time
such notice is provided to the Special Servicer pursuant to clause (i) above.


(f)                                  Prior
to the occurrence and continuance of a Control Termination Event, no later than two (2) Business Days following the establishment of
a Final Asset Status Report with respect to any Specially Serviced Loan (other than any Excluded Loan), the Special Servicer shall deliver
in electronic format to the Directing Certificateholder a draft notice that




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will include a draft summary of the Final Asset
Status Report (which briefly summarizes such Final Asset Status Report, but shall not include any Privileged Information) and shall deliver
each Final Asset Status Report with respect to a Serviced AB Whole Loan prior to the occurrence and continuance of an AB Control Appraisal
Period (to the extent approved by the related AB Whole Loan Controlling Holder), to the AB Whole Loan Controlling Holder. With respect
to any Mortgage Loan other than an Excluded Loan, if, prior to the occurrence and continuance of a Control Termination Event, within ten (10)
Business Days (or with respect to the Park West Village Mortgage Loan, fifteen (15) Business Days) of receipt of such draft summary, the
Directing Certificateholder approves of, or does not disapprove of such draft summary, then the Special Servicer shall deliver in electronic
format such notice and summary of the Final Asset Status Report to the Certificate Administrator for posting on the Certificate Administrator’s
Website pursuant to Section 3.13(b). If the Directing Certificateholder affirmatively disapproves of such summary in writing,
then within two (2) Business Days of receipt of such disapproval, the Special Servicer shall revise the summary and deliver such new summary
to the Directing Certificateholder until the Directing Certificateholder approves such draft summary; provided, however,
that if the Directing Certificateholder has not approved of the draft summary of the Final Asset Status Report within twenty (20) Business
Days of receipt of the initial draft summary of the Final Asset Status Report, then the most recent draft summary of the Final Asset Status
Report delivered by the Special Servicer prior to such 20th Business Day shall be deemed to be the final summary of the Final Asset Status
Report; provided, further, however, that if at any time the Special Servicer determines that any affirmative disapproval
of such draft summary by the Directing Certificateholder is not in the best interest of all the Certificateholders pursuant to the Servicing
Standard, the Special Servicer shall deliver in electronic format such notice and summary of the Final Asset Status Report to the Certificate
Administrator for posting on the Certificate Administrator’s Website pursuant to Section 3.13(b) notwithstanding such
disapproval. The Special Servicer shall promptly deliver (but in any event no later than two (2) Business Days following its completion)
a copy of each Final Asset Status Report to the Operating Advisor. The Special Servicer shall prepare a summary of any Final Asset Status
Report related to any Serviced AB Whole Loan for which the related holder of an AB Subordinate Companion Loan is not subject to an AB
Control Appraisal Period, which Final Asset Status Report has been approved or deemed approved by the holder of the related AB Subordinate
Companion Loan in accordance with the related Intercreditor Agreement (to the extent such Intercreditor Agreement requires such approval
or deemed approval), and deliver in electronic format notice of such Final Asset Status Report and the summary of such Final Asset Status
Report to the Certificate Administrator for posting on the Certificate Administrator’s Website pursuant to Section 3.13(b).


(g)                               No
provision of this Section 3.19 shall require the Special Servicer to take or to refrain from taking any action because
of any proposal, objection or comment by the Operating Advisor or a recommendation of the Operating Advisor.


Section 3.20                   Sub-Servicing
Agreements. (a)  The Master Servicer and Special Servicer may enter into Sub-Servicing Agreements to provide for
the performance by third parties of any or all of its respective obligations hereunder; provided that the Sub-Servicing Agreement
as amended or modified: (i) is consistent with this Agreement in all material respects and requires the Sub-Servicer to comply
with all of the applicable conditions of this Agreement; (ii) provides that if the Master Servicer or Special Servicer, as applicable,
shall for any reason no




    	 	-299-	 



    


    

longer act in such capacity hereunder (including,
without limitation, by reason of a Servicer Termination Event), the Trustee or its designee shall thereupon assume all of the rights and,
except to the extent they arose prior to the date of assumption, obligations of such party under such agreement, or, alternatively, may
act in accordance with Section 7.02 hereof under the circumstances described therein (subject to Section 3.20(g)
hereof); (iii) provides that the Trustee (for the benefit of the Certificateholders and the related Companion Holder (if applicable))
and the Trustee (as holder of the Lower-Tier Regular Interests) shall be a third party beneficiary under such Sub-Servicing Agreement,
but that (except to the extent the Trustee or its designee assumes the obligations of such party thereunder as contemplated by the immediately
preceding clause (ii)) none of the Trust, the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Certificate
Administrator, the Master Servicer or Special Servicer, as applicable (other than the Master Servicer or Special Servicer that enters
into such Sub-Servicing Agreement), any successor master servicer or successor special servicer or any Certificateholder (or the related
Companion Holder, if applicable) shall have any duties under such Sub-Servicing Agreement or any liabilities arising therefrom; (iv) permits
any purchaser of a Mortgage Loan or Trust Subordinate Companion Loan pursuant to this Agreement to terminate such Sub-Servicing Agreement
with respect to such purchased Mortgage Loan or Trust Subordinate Companion Loan at its option and without penalty; provided, however,
that the Initial Sub-Servicing Agreements may only be terminated by the Trustee or its designees as contemplated by Section 3.20(g)
hereof and in such additional manner and by such other Persons as is provided in such Sub-Servicing Agreement; (v) does not permit
the Sub-Servicer any direct rights of indemnification that may be satisfied out of assets of the Trust except through the Master Servicer
or the Special Servicer, as the case may be, if and only to the extent provided pursuant to Section 6.04; (vi) does not permit
the Sub-Servicer to modify any Mortgage Loan or Trust Subordinate Companion Loan unless and to the extent the Master Servicer or Special
Servicer, as applicable, is permitted hereunder to modify such Mortgage Loan or Trust Subordinate Companion Loan; (vii) does not permit
the Sub-Servicer to take any action constituting a Major Decision or a Special Servicer Decision without the consent of the Master Servicer
or Special Servicer, as applicable (subject to the rights of the Directing Certificateholder pursuant to Section 6.08); (viii)
with respect to any Sub-Servicing Agreement entered into after the Closing Date, if such Sub-Servicer is a Servicing Function Participant
or an Additional Servicer, such Sub-Servicer, at the time the related Sub-Servicing Agreement is entered into, is not a Prohibited Party
and (ix) provides that the Sub-Servicer shall be in default under the related Sub-Servicing Agreement and such Sub-Servicing
Agreement shall be terminated (following the expiration of any applicable Grace Period) if, among other things, the Sub-Servicer fails
(A) to deliver by the due date any Exchange Act reporting items required to be delivered to the Master Servicer, the Certificate
Administrator or the Depositor under Article XI or under the Sub-Servicing Agreement or to the master servicer, certificate
administrator or depositor under any other pooling and servicing agreement that the Depositor is a party to, or (B) to perform in
any material respect any of its covenants or obligations contained in the Sub-Servicing Agreement regarding creating, obtaining or
delivering any Exchange Act reporting items required for any party to this Agreement to perform its obligations under Article XI
or under any other pooling and servicing agreement governing any related Serviced Companion Loan; and (x) provides that such Sub-Servicing
Agreement shall be terminable if at any time the related Sub-Servicer is Risk Retention Affiliated with a Subsequent Third Party Purchaser
or the Park West Village Third Party Purchaser if such Sub-Servicer is a servicer as contemplated by Item 1108(a)(2). Any




    	 	-300-	 



    


    

successor master servicer or special servicer,
as applicable, hereunder shall, upon becoming successor master servicer or special servicer, as applicable, be assigned and may assume
any Sub-Servicing Agreements from the predecessor master servicer or special servicer, as applicable (subject to Section 3.20(g) hereof).
In addition, each Sub-Servicing Agreement entered into by the Master Servicer may but need not provide that the obligations of the Sub-Servicer
thereunder may terminate with respect to any Mortgage Loan or Trust Subordinate Companion Loan serviced thereunder at the time such Mortgage
Loan or Trust Subordinate Companion Loan becomes a Specially Serviced Loan; provided, however, that the Sub-Servicing Agreement
may provide (if the Sub-Servicing Agreement provides for Advances by the Sub-Servicer, although it need not so provide) that the Sub-Servicer
will continue to make all Advances and calculations and prepare all reports required under the Sub-Servicing Agreement with respect to
Specially Serviced Loans and continue to collect its Primary Servicing Fees as if no Servicing Transfer Event had occurred and with respect
to REO Properties (and the related REO Loans) as if no REO Acquisition had occurred and to render such incidental services with respect
to such Specially Serviced Loans and REO Properties as are specifically provided for in such Sub-Servicing Agreement. The Master Servicer
or Special Servicer, as applicable, shall deliver to the Trustee copies of all Sub-Servicing Agreements, and any amendments thereto and
modifications thereof, entered into by it, in each case promptly upon its execution and delivery of such documents. References in this
Agreement to actions taken or to be taken by the Master Servicer include actions taken or to be taken by a Sub-Servicer on behalf of the
Master Servicer; and, in connection therewith, all amounts advanced by any Sub-Servicer (if the Sub-Servicing Agreement provides for Advances
by the Sub-Servicer, although it need not so provide) to satisfy the obligations of the Master Servicer hereunder to make Advances shall
be deemed to have been advanced by the Master Servicer out of its own funds and, accordingly, in such event, such Advances shall be recoverable
by such Sub-Servicer in the same manner and out of the same funds as if such Sub-Servicer were the Master Servicer, and, for so long as
they are outstanding, such Advances shall accrue interest in accordance with Section 3.03(d), such interest to be allocable between
the Master Servicer and such Sub-Servicer as may be provided (if at all) pursuant to the terms of the Sub-Servicing Agreement. For purposes
of this Agreement, the Master Servicer shall be deemed to have received any payment when a Sub-Servicer retained by it receives such payment.
The Master Servicer or Special Servicer, as applicable, shall notify the Master Servicer or the Special Servicer, as applicable, the Trustee
and the Depositor (and the Special Servicer shall notify the Operating Advisor) in writing promptly of the appointment by it of any Sub-Servicer,
except that the Master Servicer need not provide such notice as to the Initial Sub-Servicing Agreements.


(b)                                Each
Sub-Servicer shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service
are situated, if and to the extent required by applicable law to the extent necessary to ensure the enforceability of the related Mortgage
Loans or Trust Subordinate Companion Loan or the compliance with its obligations under the Sub-Servicing Agreement and the Master
Servicer’s obligations under this Agreement.


(c)                                As
part of its servicing activities hereunder, the Master Servicer or the Special Servicer, as applicable, for the benefit of the Trustee
and the Certificateholders, shall (at no expense to the Trustee, the Certificateholders or the Trust) monitor the performance and enforce
the obligations of each Sub-Servicer under the related Sub-Servicing Agreement, except that the Master Servicer shall be required
only to use reasonable efforts to cause any Initial




    	 	-301-	 



    


    

Sub-Servicer engaged by the Master Servicer
to comply with the requirements of Article XI hereof. Such enforcement, including, without limitation, the legal prosecution
of claims, termination of Sub-Servicing Agreements in accordance with their respective terms and the pursuit of other appropriate
remedies, shall be in such form and carried out to such an extent and at such time as is in accordance with the Servicing Standard. The
Master Servicer or the Special Servicer, as applicable, shall have the right to remove a Sub-Servicer retained by it (i) with respect
to a Sub-Servicer other than an Initial Sub-Servicer only, at any time it considers removal to be in accordance with the best interests
of the Trust and/or the Certificateholders and (ii) in accordance with the terms of the related Sub-Servicing Agreement.


(d)                               In
the event the Trustee or its designee becomes successor master servicer and assumes the rights and obligations of the Master Servicer
under any Sub-Servicing Agreement, the Master Servicer, at its expense, shall deliver to the assuming party all documents and records
relating to such Sub-Servicing Agreement and the Mortgage Loans and, if applicable, the Companion Loans then being serviced thereunder
and an accounting of amounts collected and held on behalf of it thereunder, and otherwise use reasonable efforts to effect the orderly
and efficient transfer of the Sub-Servicing Agreement to the assuming party.


(e)                                Notwithstanding
the provisions of any Sub-Servicing Agreement and this Section 3.20, except to the extent provided in Article XI
with respect to the obligations of any Sub-Servicer that is an Initial Sub-Servicer, the Master Servicer and the Special
Servicer, as applicable, shall remain obligated and responsible to the Trustee, the Master Servicer (with respect to the Special Servicer),
the Special Servicer (with respect to the Master Servicer), holders of the Companion Loans serviced hereunder and the Certificateholders
for the performance of its obligations and duties under this Agreement in accordance with the provisions hereof to the same extent and
under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans or Trust Subordinate Companion
Loan for which it is responsible, and the Master Servicer shall pay the fees of any Sub-Servicer engaged by such party thereunder
as and when due from its own funds. In no event shall the Trust bear any termination fee required to be paid to any Sub-Servicer
as a result of such Sub-Servicer’s termination under any Sub-Servicing Agreement.


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


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




    	 	-302-	 



    


    

Agreement without further action upon becoming
the successor master servicer and (iii) this Agreement may not be modified in any manner which would increase the obligations or
limit the rights of the Initial Sub-Servicer hereunder and/or under the Initial Sub-Servicing Agreement, without the prior written
consent of the Initial Sub-Servicer (which consent shall not be unreasonably withheld).


(h)                               With
respect to Mortgage Loans or Trust Subordinate Companion Loan subject to a Sub-Servicing Agreement with the Master Servicer, the
Special Servicer shall, upon request (such request to be made reasonably in advance as appropriate to the circumstances surrounding such
request) of the related Sub-Servicer, reasonably cooperate in delivering reports and information, including remittance information,
and affording access to information to the related Sub-Servicer that would be required to be delivered or afforded, as the case may
be, to the Master Servicer pursuant to the terms hereof.


(i)                                   Notwithstanding
any other provision of this Agreement, the Special Servicer shall not enter into any Sub-Servicing Agreement which provides for the
performance by third parties of any or all of its obligations herein, without, with respect to any Mortgage Loan other than an Excluded
Loan as to the Directing Certificateholder, prior to the occurrence and continuance of any Control Termination Event, the consent of
the Directing Certificateholder, except to the extent necessary for the Special Servicer to comply with applicable regulatory requirements.


(j)                                   Except
with respect to the Special Servicer, no party shall enter into a sub-servicing agreement with a Sub-Servicer that is a Risk Retention
Affiliate of a Subsequent Third Party Purchaser or the Park West Village Third Party Purchaser if such Sub-Servicer would be a servicer
as contemplated by Item 1108(a)(2) of Regulation AB. Notwithstanding the preceding sentence, the parties to this Agreement, absent actual
knowledge to the contrary, may conclusively rely upon a representation of any Initial Sub-Servicer that such Sub-Servicer is not, to
its actual knowledge, a Risk Retention Affiliate of a Subsequent Third Party Purchaser or the Park West Village Third Party Purchaser.
Except with respect to the Special Servicer, if at any time a party to this Agreement obtains actual knowledge that such Sub-Servicer
is a servicer as contemplated by Item 1108(a)(2) of Regulation AB and is a Risk Retention Affiliate of a Subsequent Third Party Purchaser
or the Park West Village Third Party Purchaser, such party shall terminate such Sub-Servicer in accordance with the Sub-Servicing Agreement.


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


(b)                               On
each P&I Advance Date occurring in March (or February, if the related Distribution Date is the final Distribution Date), the Certificate
Administrator shall withdraw,




    	 	-303-	 



    


    

from the Interest Reserve Account an amount
equal to the Withheld Amounts from the preceding January (if applicable) and February, if any, and deposit such amount into the Lower-Tier
REMIC Distribution Account or the Trust Subordinate Companion Loan REMIC Distribution Account, as applicable.


Section 3.22                   Directing
Certificateholder and Operating Advisor Contact with Master Servicer and Special Servicer. Within a reasonable time upon request
from the Directing Certificateholder or the Operating Advisor, as applicable, and no more often than on a monthly basis, each of the
Master Servicer and the Special Servicer shall, without charge, and, at the Master Servicer’s or Special Servicer’s option,
the execution of an Investor Certification satisfying the requirements of Section 3.13(f), make a knowledgeable Servicing Officer
via telephone available to verbally answer questions from (a) ((i) prior to the occurrence of a Consultation Termination Event
and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder and (b) upon the occurrence and
during the continuance of any Operating Advisor Consultation Event, the Operating Advisor (with respect to the Special Servicer only),
regarding the performance and servicing of the Mortgage Loans, the Trust Subordinate Companion Loan and/or REO Properties for which the
Master Servicer or the Special Servicer, as the case may be, is responsible.


Section 3.23                   Controlling
Class Certificateholders, Directing Certificateholder and Risk Retention Consultation Party; Certain Rights and Powers of Directing Certificateholder
and Risk Retention Consultation Party. (a)  Each Controlling Class Certificateholder and Park West Village Loan-Specific
Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and
address to the Certificate Administrator and to notify the Master Servicer, the Certificate Administrator, the Special Servicer and the
Operating Advisor of the transfer of any Certificate of a Controlling Class by delivering a notice to each such Person substantially
in the form of Exhibit NN attached hereto, the selection of a Directing Certificateholder or the resignation or removal
thereof. The Directing Certificateholder (other than any Loan-Specific Directing Certificateholder) is hereby deemed to have agreed by
virtue of its purchase of a Certificate to notify the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee
and the Operating Advisor when such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To
the extent there is only one Controlling Class Certificateholder and it or its Affiliate is also the Special Servicer, it shall be the
Directing Certificateholder.


On the Closing Date, the
initial Directing Certificateholder (other than any Loan-Specific Directing Certificateholder) and Park West Village Directing Holder
shall execute and deliver to the parties to this Agreement a certification substantially in the form of Exhibit P-1G to this Agreement.
Upon the resignation or removal of the existing Directing Certificateholder (other than any Loan-Specific Directing Certificateholder
other than the Park West Village Directing Holder), any successor Directing Certificateholder shall execute and deliver to the parties
to this Agreement a certification substantially in the form of Exhibit P-1G to this Agreement to each of the addressees therein
prior to being recognized as the new Directing Certificateholder. In any case, such notification may be delivered via electronic mail.


On the Closing Date, the
initial Risk Retention Consultation Party shall execute a certification substantially in the form of Exhibit P-1H to this
Agreement. Upon the resignation




    	 	-304-	 



    


    

or removal of any existing Risk Retention Consultation
Party, any successor Risk Retention Consultation Party shall deliver to the parties to this Agreement a certification substantially in
the form of Exhibit P-1H to this Agreement prior to being recognized as the new Risk Retention Consultation Party.


(b)                               Once
a Directing Certificateholder or Park West Village Loan-Specific Controlling Class Representative has been selected, each of the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor and each other Certificateholder
(or Certificate Owner, if applicable) shall be entitled to rely on such selection unless the Controlling Class Certificateholders entitled
to appoint the Directing Certificateholder, by Certificate Balance, or the Park West Village Loan-Specific Controlling Class Certificateholders
entitled to appoint the Park West Village Loan-Specific Controlling Class Representative, such Directing Certificateholder or Park West
Village Loan-Specific Controlling Class Representative shall have notified the Master Servicer, Special Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor and each other Controlling Class Certificateholder, in writing, of the resignation of such Directing
Certificateholder or Park West Village Loan-Specific Controlling Class Representative or the selection of a new Directing Certificateholder
or Park West Village Loan-Specific Controlling Class Representative. Upon the resignation of a Directing Certificateholder or Park West
Village Loan-Specific Controlling Class Representative, the Certificate Administrator shall request the Controlling Class Certificateholders
or Park West Village Loan-Specific Controlling Class Certificateholders, as applicable, to select a new Directing Certificateholder.
In the event that (i) the Master Servicer, the Certificate Administrator, the Special Servicer, the Trustee or the Operating Advisor
receives written notice from a majority of the Controlling Class Certificateholders or Park West Village Loan-Specific Controlling Class
Certificateholders, as applicable, that the related Directing Certificateholder or Park West Village Loan-Specific Controlling Class
Representative is no longer designated and (ii) the Controlling Class Certificateholder or Park West Village Loan-Specific Controlling
Class Certificateholders, as applicable, that owns the largest aggregate Certificate Balance of the Controlling Class or Park West Village
Loan-Specific Controlling Class (or a representative thereof) becomes the related Directing Certificateholder or Park West Village Loan-Specific
Controlling Class Representative pursuant to the proviso of the definition of “Directing Certificateholder” or “Park
West Village Loan-Specific Controlling Class Representative”, respectively, then the Controlling Class Certificateholder or Park
West Village Loan-Specific Controlling Class Certificateholders, as applicable, that owns the largest aggregate Certificate Balance of
the Controlling Class or Park West Village Loan-Specific Controlling Class (or its representative) shall provide its name and address
to the Certificate Administrator and notify the Master Servicer, the Certificate Administrator, the Special Servicer, the Trustee and
the Operating Advisor that it is the new Directing Certificateholder or Park West Village Loan-Specific Controlling Class Representative;
provided that the Master Servicer, the Certificate Administrator, the Special Servicer, the Trustee and the Operating Advisor
shall be entitled to rely on the written notification provided by the purported Controlling Class Certificateholder or Park West Village
Loan-Specific Controlling Class Certificateholders, as applicable, that owns the largest aggregate Certificate Balance of the Controlling
Class or Park West Village Loan-Specific Controlling Class without independently verifying that such Controlling Class Certificateholder
or Park West Village Loan-Specific Controlling Class Certificateholders, as applicable, actually owns the largest aggregate Certificate
Balance of the Controlling Class or Park West Village Loan-Specific Controlling Class. The foregoing




    	 	-305-	 



    


    

provisions shall not apply to any Loan-Specific
Directing Certificateholder. Additionally, once the Risk Retention Consultation Party has been selected, each of the Master Servicer,
the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor and each other Certificateholder
(or Certificate Owner, if applicable) shall be entitled to rely on such selection unless the Holder of the VRR Interest entitled to appoint
the Risk Retention Consultation Party, by Certificate Balance, or the Risk Retention Consultation Party shall have notified the Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Operating Advisor, in writing, of the selection of
a new Risk Retention Consultation Party.


(c)                                Until
it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor
and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling Class Certificateholder,
the Directing Certificateholder and the Risk Retention Consultation Party.


(d)                               In
the event that no Directing Certificateholder or the Risk Retention Consultation Party has been appointed or identified to the Master
Servicer or the Special Servicer, as applicable, and the Master Servicer or Special Servicer, as applicable, has attempted to obtain
such information from the Certificate Administrator and no such entity has been identified to the Master Servicer or the Special Servicer,
as applicable, then until such time as the new Directing Certificateholder or Risk Retention Consultation Party is identified to the
Master Servicer and Special Servicer, the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with,
provide notice to, or seek the approval or consent of any such Directing Certificateholder or Risk Retention Consultation Party as the
case may be.


(e)                                Upon
request, the Certificate Administrator shall deliver to the Depositor, Trustee, the Special Servicer, the Operating Advisor, the Master
Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, a list of each Controlling
Class Certificateholder and Park West Village Directing Holder as reflected in the Certificate Register, including names and addresses
at the expense of the Trust. In addition to the foregoing, within five (5) Business Days of receiving notice of the selection of a new
Directing Certificateholder or Risk Retention Consultation Party or the existence of a new Controlling Class Certificateholder or Park
West Village Directing Holder, the Certificate Administrator shall notify the Trustee, the Operating Advisor, the Master Servicer and
the Special Servicer, each Non-Serviced Trustee, Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Certificate
Administrator and Non-Serviced Operating Advisor. Notwithstanding the foregoing, (a) Argentic Securities Income USA 2 LLC shall be the
initial Directing Certificateholder (but not a Loan-Specific Directing Certificateholder) and shall remain so until a successor is appointed
pursuant to the terms of this Agreement or until a Consultation Termination Event occurs and is continuing and (b) Park West Village
Grand Avenue Partners, LLC shall be the initial Park West Village Directing Holder and shall remain so until a successor is appointed
pursuant to the terms of this Agreement or until a Park West Village Note B-B Control Appraisal Period occurs.


Until it receives notice
to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee
shall be entitled to




    	 	-306-	 



    


    

rely on the preceding sentence with respect
to the identity of the Directing Certificateholder and the Risk Retention Consultation Party.


(f)                                  If
the Certificate Administrator determines that a Class of Book-Entry Certificates is the Controlling Class, the Certificate Administrator
shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling Class.


(g)                                Each
Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder may
have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the
Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class; (iii) the Directing Certificateholder
does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling Class (or in the case of
a Loan-Specific Directing Certificateholder, has no liabilities or duties to the Controlling Class or the Holders of any Class of Certificates);
(iv) the Directing Certificateholder may take actions that favor interests of the Holders of the Controlling Class over the interests
of the Holders of one or more other Classes of Certificates; and (v) the Directing Certificateholder shall have no liability whatsoever
(other than to a Controlling Class Certificateholder; provided that a Loan-Specific Directing Certificateholder shall have no such liability)
for having so acted as set forth in clauses (i) through (iv) above, and no Certificateholder may take any action whatsoever against the
Directing Certificateholder or any director, officer, employee, agent or principal of the Directing Certificateholder for having so acted.


Each Certificateholder acknowledges
and agrees, by its acceptance of its Certificates, that: (i) the Risk Retention Consultation Party may have special relationships
and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Risk Retention Consultation Party
may act solely in the interests of the Holder of the VRR Interest; (iii) the Risk Retention Consultation Party does not have any
liability or duties to the Holders of any Class of Certificates (other than the Holder of the VRR Interest); (iv) the Risk Retention
Consultation Party may take actions that favor interests of the Holders of one or more Classes or the VRR Interest over the interests
of the Holders of one or more other Classes of Certificates; and (v) the Risk Retention Consultation Party shall have no liability
whatsoever (other than to the Holder of the VRR Interest) for having so acted as set forth in clauses (i) through (iv)
above, and no Certificateholder may take any action whatsoever against the Risk Retention Consultation Party or any director, officer,
employee, agent or principal of the Risk Retention Consultation Party for having so acted.


(h)                               All requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information (including
the access to information on a website) to the Directing Certificateholder contained in this Agreement shall also apply to each Companion
Holder with respect to information relating to the related Serviced Mortgage Loan or a Serviced Whole Loan, as applicable; provided,
however, that neither the Master Servicer nor the Special Servicer shall provide information that comprises Privileged Information
following the date upon which they receive notice that the Trust Subordinate Companion Loan is subject to a Park West Village Note B-A
Consultation Termination Event, and thereafter the Master Servicer and the Special Servicer shall only be required to provide each of
the Park West Village




    	 	-307-	 



    


    

Note B-A Subordinate Companion Loan Holder
and Park West Village Note B-B Subordinate Companion Loan Holder with such information as is expressly required to be delivered to such
party under the related Intercreditor Agreement; provided, however, that nothing in this subsection (h) shall
in any way eliminate the obligation to deliver any information required to be delivered under the related Intercreditor Agreement.


(i)                                   Until
it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and
the Operating Advisor shall be entitled to rely on the most recent notification with respect to the identity and contact information
of the Controlling Class Certificateholder, the Directing Certificateholder, the Risk Retention Consultation Party and any AB Whole Loan
Controlling Holder.


(j)                                   With
respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to such Serviced Whole Loan, the
related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor Agreement.


(k)                                The
Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class or Park West Village Loan-Specific
Controlling Class within two (2) Business Days of a request from the Master Servicer, Special Servicer, Operating Advisor, Certificate
Administrator, Trustee, or any Certificateholder and provide such information to the requesting party.


(l)                                  [Reserved.]


(m)                             Promptly
upon its determination of a change in the Controlling Class, the Certificate Administrator shall (i) include on its statement
made available pursuant to Section 4.02(a) of this Agreement the identity of the new Controlling Class and (ii) provide
to the Master Servicer, the Special Servicer and the Operating Advisor notice of such event and the identity and contact information
of the new Controlling Class Certificateholder (the cost of obtaining such information from DTC being an expense of the Trust). The Certificate
Administrator shall notify the Operating Advisor and the Special Servicer within ten (10) Business Days of the existence or cessation
of (i) any Control Termination Event, (ii) any Consultation Termination Event or (iii) any Operating Advisor Consultation
Event. Upon the Certificate Administrator’s determination that a Control Termination Event, a Consultation Termination Event or
an Operating Advisor Consultation Event has occurred or is terminated, the Certificate Administrator shall, within ten (10) Business
Days, post a “special notice” on the Certificate Administrator’s Website pursuant to this provision.


In the event that a Control
Termination Event has occurred due to a reduction of the Certificate Balance of the Class G-RR Certificates (taking into account the application
of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class in accordance with Section 4.05(a)
hereof) to less than 25% of the Original Certificate Balance thereof, such special notice shall state “A Control Termination Event
has occurred due to the reduction of the Certificate Balance of the Class G-RR Certificates to less than 25% of the Original Certificate
Balance thereof.”




    	 	-308-	 



    


    





In the event that a Consultation
Termination Event has occurred due to the reduction of each Class of Control Eligible Certificates below 25% of its Original Certificate
Balance, in each case without regard to the application of any Cumulative Appraisal Reduction Amounts, such special notice shall state:
“A Consultation Termination Event has occurred because no Class of Control Eligible Certificates exists where such Class’s
aggregate Certificate Balance is at least equal to 25% of the Original Certificate Balance of that Class, in each case without regard
to the application of any Cumulative Appraisal Reduction Amounts.”


For so long as any Mortgage
Loan is determined to be an Excluded Loan as to the applicable party, none of the Directing Certificateholder or any Controlling Class
Certificateholder shall have any consent or consultation rights with respect to the servicing of such Excluded Loan and a Control Termination
Event and Consultation Termination Event shall be deemed to have occurred with respect to such Excluded Loan.


The Risk Retention Consultation
Party shall not have any consultation rights with respect to any Mortgage Loan determined to be an Excluded Loan as to either the Risk
Retention Consultation Party or the Holder of the majority of the VRR Interest.


Section 3.24       
Intercreditor Agreements. (a)  Each of the Master Servicer and Special Servicer acknowledges and agrees that each
Serviced Whole Loan being serviced under this Agreement and each Mortgage Loan with mezzanine debt is subject to the terms and provisions
of the related Intercreditor Agreement and each agrees to service each such Serviced Whole Loan and each Mortgage Loan with mezzanine
debt in accordance with the related Intercreditor Agreement and this Agreement, including, without limitation, effecting distributions
and allocating reimbursement of expenses in accordance with the related Intercreditor Agreement and, in the event of any conflict between
the provisions of this Agreement and the related Intercreditor Agreement, the related Intercreditor Agreement shall govern. Notwithstanding
anything contrary in this Agreement, each of the Master Servicer and Special Servicer agrees not to take any action with respect to a
Serviced Whole Loan or a Mortgage Loan with mezzanine debt or the related Mortgaged Property without the prior consent of the related
Companion Holder or mezzanine lender, as applicable, to the extent that the related Intercreditor Agreement provides that such Companion
Holder or mezzanine lender, as applicable, is required or permitted to consent to such action. Each of the Master Servicer and Special
Servicer acknowledges and agrees that each Companion Holder and each mezzanine lender or its respective designee has the right to purchase
the related Mortgage Loan pursuant to the terms and conditions of this Agreement and the related Intercreditor Agreement to the extent
provided for therein. Each of the Master Servicer and the Special Servicer further acknowledges and agrees that any AB Whole Loan Controlling
Holder will have the right to replace the Special Servicer solely with respect to the related Serviced AB Whole Loan, to the extent provided
for herein and in the related Intercreditor Agreement.


(b)              
Neither the Master Servicer nor the Special Servicer shall have any liability for any cost, claim or damage that arises from any
entitlement in favor of a Companion Holder or a mezzanine lender under the related Intercreditor Agreement or conflict between the terms
of this Agreement and the terms of such Intercreditor Agreement. Notwithstanding any provision of any Intercreditor Agreement that may
otherwise require the Master Servicer or the Special Servicer to abide by any instruction or direction of a Companion Holder or a mezzanine




    	 	-309-	 



    



    

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


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


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




    	 	-310-	 



    



    

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


(f)               
In addition to the consultation rights of the holder of a Serviced Pari Passu Companion Loan provided in the immediately preceding
paragraph, such Companion Holder shall have the right to attend (in person or telephonically, in the discretion of the Master Servicer
or Special Servicer, as applicable) annual meetings with the Master Servicer or the Special Servicer at the offices of the Master Servicer
or Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the Master Servicer or Special Servicer,
as applicable, in which servicing issues related to the related Whole Loan are discussed.


(g)              
With respect to any Serviced Whole Loan, the Special Servicer shall not modify, waive or amend the terms of the related Intercreditor
Agreement such that the monthly remittance to the holder of the related Companion Loan is required earlier than two (2) Business Days
after receipt by the Master Servicer of the related Periodic Payment without the consent of the Master Servicer.


Section 3.25       
Rating Agency Confirmation. (a)  Notwithstanding the terms of any related Mortgage Loan documents or other provisions
of this Agreement, if any action under




    	 	-311-	 



    



    

any Mortgage Loan documents or this Agreement
requires Rating Agency Confirmation as a condition precedent to such action, if the party (the “RAC Requesting Party”)
attempting and/or required to obtain such Rating Agency Confirmation from each Rating Agency has made a request to any Rating Agency for
such Rating Agency Confirmation and, within ten (10) Business Days of the Rating Agency Confirmation request being posted to the 17g-5
Information Provider’s Website, such Rating Agency has not replied to such request or has responded in a manner that indicates that
such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, then such RAC Requesting
Party shall be required to confirm (through direct communication and not by posting any confirmation on the 17g-5 Information Provider’s
Website) that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has not, promptly request the
related Rating Agency Confirmation again (which may be through direct communication). The circumstances described in the preceding sentence
are referred to in this Agreement as a “RAC No-Response Scenario.” Once the RAC Requesting Party has sent a request
for a Rating Agency Confirmation to the 17g-5 Information Provider, such RAC Requesting Party, may, but shall not be obligated to send
such request directly to the Rating Agencies in accordance with the procedures set forth in Section 13.10(d).


If there is no response to
such Rating Agency Confirmation request within five (5) Business Days of such second request in a RAC No-Response Scenario or if such
Rating Agency has responded in a manner that indicates such Rating Agency is neither reviewing such request nor waiving the requirement
for Rating Agency Confirmation, then (x) with respect to any condition in any Mortgage Loan document requiring such Rating Agency
Confirmation or with respect to any other matter under this Agreement relating to the servicing of the Mortgage Loans and the Trust Subordinate
Companion Loan (other than as set forth in clause (y) below), the requirement to obtain a Rating Agency Confirmation shall
be deemed not to apply (as if such requirement did not exist) with respect to such Rating Agency and the Master Servicer or the Special
Servicer, as the case may be, may then take such action if the Master Servicer or the Special Servicer, as applicable, confirms its original
determination (made prior to making such request) that taking the action with respect to which it requested the Rating Agency Confirmation
would still be consistent with the Servicing Standard, and (y) with respect to a replacement of the Master Servicer or Special Servicer,
such condition shall be deemed not to apply (as if such requirement did not exist) if (i) the replacement master servicer or special
servicer has been appointed and currently serves as a master servicer or a special servicer, as applicable, on a transaction-level basis
on a CMBS transaction currently rated by Moody’s that currently has securities outstanding and for which Moody’s has not cited
servicing concerns with respect to such replacement master servicer or special servicer as the sole or a material factor in any qualification,
downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a rating downgrade or withdrawal)
of securities in a commercial mortgage-backed securitization transaction serviced by the applicable replacement master servicer or special
servicer prior to the time of determination, if Moody’s is the non-responding Rating Agency, (ii) the replacement master servicer
or special servicer is rated at least “CMS3” (in the case of the master servicer) or “CSS3” (in the case of the
special servicer), if Fitch is the non-responding Rating Agency or (iii) KBRA has not publicly cited servicing concerns with respect to
the applicable replacement master servicer or special servicer as the sole or a material factor in any qualification, downgrade or withdrawal
of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any
other commercial




    	 	-312-	 



    



    

mortgage-backed securitization transaction
serviced by such replacement master servicer or special servicer prior to the time of determination, if KBRA is the non-responding Rating
Agency.


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


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


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


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


Section 3.26       
The Operating Advisor. (a)  The Operating Advisor shall review (i) the actions of the Special Servicer with respect
to any Specially Serviced Loans (other than a Servicing Shift Mortgage Loan) and, if an Operating Advisor Consultation Event exists, any
Major Decisions with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) (which review shall be performed in accordance
with Section 3.08(a), Section 3.08(b), Section 3.18(b), Section 3.19(d), Section 3.26 and Section
6.08), (ii) all reports by the Special Servicer made available to Privileged Persons that are posted on the Certificate Administrator’s
Website and that are relevant to the Operating Advisor’s obligations hereunder and (iii) each Asset Status Report (after the occurrence
and during the continuance of an Operating Advisor Consultation Event) and (iv) each Final Asset Status Report delivered to the Operating
Advisor by the Special Servicer. The Operating Advisor shall perform its duties hereunder in accordance with the Operating Advisor Standard.
Furthermore, the Operating Advisor shall have no obligation or responsibility at any time to review or assess the actions of the Master
Servicer for compliance




    	 	-313-	 



    



    

with the Servicing Standard, and the Operating
Advisor will not be required to consider such Master Servicer actions in connection with any Operating Advisor Annual Report.


(b)              
The Operating Advisor and its Affiliates will be obligated to keep confidential any information appropriately labeled as “Privileged
Information” and any information that appears on its face to be Privileged Information received from the Special Servicer or Directing
Certificateholder in connection with the Directing Certificateholder’s exercise of its rights under this Agreement (including, without
limitation, in connection with the review and/or approval of any Asset Status Report), subject to any Privileged Information Exception
or law, rule, regulation, order, judgment or decree requiring the disclosure of such Privileged Information. Subject to the terms and
conditions in this Agreement related to Privileged Information, the Operating Advisor agrees that it shall use information received from
the Special Servicer pursuant to the terms of this Agreement solely for purposes of complying with its duties and obligations hereunder.


(c)              
(i)  Based on the Operating Advisor’s review of (x) any assessment of compliance report, attestation report and
other information (other than any communications between the Directing Certificateholder and the Special Servicer that would be Privileged
Information) delivered to the Operating Advisor by the Special Servicer or made available to Privileged Persons that are posted on the
Certificate Administrator’s website delivered during the prior calendar year, (y) prior to the occurrence and continuance of an
Operating Advisor Consultation Event, with respect to any Specially Serviced Loan, any related Final Asset Status Report or approved or
deemed approved Major Decision Reporting Package provided to the Operating Advisor by the Special Servicer, and (z) after the occurrence
and continuance of an Operating Advisor Consultation Event, any Asset Status Report and any Major Decision Reporting Package provided
to the Operating Advisor with respect to any Mortgage Loan, the Operating Advisor shall ((i) if any Mortgage Loans (other than the Serviced
AB Whole Loan prior to the occurrence and continuance of an AB Control Appraisal Period) were Specially Serviced Loans at any time during
the prior calendar year and a Final Asset Status Report was delivered to the Operating Advisor or (ii) if the Operating Advisor was entitled
to consult with the Special Servicer with respect to any Major Decision) deliver to the Special Servicer, the Certificate Administrator
and the 17g-5 Information Provider within one hundred twenty (120) days of the end of the prior calendar year, an annual report (the “Operating
Advisor Annual Report”), substantially in the form of Exhibit V (which form may be modified or altered as to either its
organization or content by the Operating Advisor, subject to compliance of such form with the terms and provisions of this Agreement including,
without limitation, provisions herein relating to Privileged Information; provided, however, that in no event shall the
information or any other content included in the Operating Advisor Annual Report contravene any provision of this Agreement), setting
forth whether the Operating Advisor believes, in its sole discretion exercised in good faith, that the Special Servicer is operating in
compliance with the Servicing Standard with respect to its performance of its duties pursuant to this Agreement with respect to Specially
Serviced Loans (and, after the occurrence and continuance of an Operating Advisor Consultation Event, with respect to Major Decisions
on Non-Specially Serviced Loans) during the prior calendar year on an Trust-Level Basis and identifying (1) which, if any, standards
the Operating Advisor believes, in its sole discretion exercised in good faith, the Special Servicer has failed to comply and (2) any
material deviations from the Special Servicer’s obligations hereunder with respect to the resolution and liquidation of Specially
Serviced Loans that the




    	 	-314-	 



    



    

Special Servicer is responsible for servicing
under this Agreement; provided, further, however, that in the event the Special Servicer is replaced, the Operating
Advisor Annual Report shall only relate to the special servicer that was acting as Special Servicer as of December 31 in the prior calendar
year and is continuing in such capacity through the date of such Operating Advisor Annual Report; provided, further, that
the Operating Advisor shall prepare a separate Operating Advisor Annual Report relating to each Excluded Special Servicer and any Excluded
Special Servicer Loan(s) serviced by such Excluded Special Servicer. In preparing any Operating Advisor Annual Report, the Operating Advisor
shall not be required to report on instances of non-compliance with, or deviation from, the Servicing Standard or the Special Servicer’s
obligations under this Agreement that the Operating Advisor determines, in its sole discretion exercised in good faith, to be immaterial,
and will not be required to provide or obtain a legal opinion, legal review or legal conclusion. Notwithstanding the foregoing, with respect
to any Serviced AB Whole Loan, no Operating Advisor Annual Report will be permitted to include an assessment of the Special Servicer’s
performance in respect of such Serviced AB Whole Loan until after the occurrence and during the continuance of an AB Control Appraisal
Period under the related Intercreditor Agreement. Subject to the restrictions in this Agreement, including, without limitation, Section
3.26(d) hereof, each such Operating Advisor Annual Report shall (A) identify any material deviations (i) from the Servicing Standard
and (ii) from the Special Servicer’s obligations under this Agreement with respect to the resolution or liquidation of Specially
Serviced Loans or REO Properties that the Special Servicer is responsible for servicing under this Agreement (other than with respect
to any REO Property related to a Non-Serviced Mortgage Loan or Servicing Shift Mortgage Loan) and (B) comply with all of the confidentiality
requirements described in this Agreement regarding Privileged Information (subject to any permitted exceptions). Such Operating Advisor
Annual Report shall be delivered to the Trustee, the Special Servicer, Certificate Administrator (which shall promptly post such Operating
Advisor Annual Report on the Certificate Administrator’s Website in accordance with Section 3.13(b)) and the 17g-5 Information
Provider (which shall promptly post such Operating Advisor Annual Report on the 17g-5 Information Provider’s Website in accordance
with Section 3.13(c)); provided, however, that the Special Servicer shall be given an opportunity to review the Operating
Advisor Annual Report at least five (5) Business Days prior to its delivery to the Certificate Administrator and the 17g-5 Information
Provider. The Operating Advisor shall have no obligation to adopt any comments to the Operating Advisor Annual Report that are provided
by the Special Servicer.


(ii)              
In the event the Operating Advisor’s ability to perform its obligations in respect of the Operating Advisor Annual Report
is limited or prohibited due to the failure of a party hereto to timely deliver information required to be delivered to the Operating
Advisor or because such information is inaccurate or incomplete, the Operating Advisor shall set forth such limitations or prohibitions
in the related Operating Advisor Annual Report, and the Operating Advisor shall not be subject to any liability arising from such limitations
or prohibitions. The Operating Advisor shall be entitled to conclusively rely on the accuracy and completeness of any information it is
provided without liability for any such reliance hereunder.


(d)              
[RESERVED].




    	 	-315-	 



    



    

(e)              
 (i)  With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, after the calculation
has been finalized (and, if an Operating Advisor Consultation Event has occurred and is continuing, prior to the utilization by the Special
Servicer) of any of the calculations related to (i) Appraisal Reduction Amounts or Collateral Deficiency Amounts calculated by the Special
Servicer or (ii) net present value in accordance with Section 1.02(iv), the Special Servicer shall forward such calculations,
together with any supporting material or additional information necessary in support thereof (including such additional information reasonably
requested by the Operating Advisor to confirm the mathematical accuracy of such calculations, but not including any Privileged Communications),
to the Operating Advisor promptly, but in any event no later than two (2) Business Days after preparing such calculations, and the Operating
Advisor shall promptly, but no later than three (3) Business Days after receipt of such calculations and any supporting or additional
materials, recalculate and review for accuracy and consistency with this Agreement the mathematical calculations and the corresponding
application of the non-discretionary portion of the applicable formulas required to be utilized in connection with any such calculation.


(ii)              
In connection with this Section 3.26(e), in the event the Operating Advisor does not agree with the mathematical calculations
of the Appraisal Reduction Amount or Collateral Deficiency Amount (each as calculated by the Special Servicer) or net present value or
the application of the applicable non-discretionary portions of the formula required to be utilized for such calculation, the Operating
Advisor and the Special Servicer shall consult with each other in order to resolve any material inaccuracy in the mathematical calculations
or the application of the non-discretionary portions of the related formula in arriving at those mathematical calculations or any
disagreement within five (5) Business Days of delivery of such calculations. In the event the Operating Advisor and the Special Servicer
are not able to resolve such inaccuracies or disagreement prior to the end of such five (5) Business Day period, the Operating Advisor
shall promptly notify the Certificate Administrator of such disagreement and the Certificate Administrator shall examine the calculations
and supporting materials provided by the Operating Advisor and the Special Servicer and determine which calculation is to apply (and shall
provide prompt written notice of such determination to the Operating Advisor and the Special Servicer).


(f)               
Notwithstanding the foregoing, prior to the occurrence and continuance of an Operating Advisor Consultation Event, the Operating
Advisor’s review will be limited to an after-the-action review of any assessment of compliance, attestation report, Major Decision
Reporting Package relating to a Specially Serviced Loan, Asset Status Report, Final Asset Status Report and other information delivered
to the Operating Advisor by the applicable Special Servicer or made available to Privileged Persons that are posted on the Certificate
Administrator’s Website during the prior calendar year (together with any additional information and material reviewed by the Operating
Advisor), and, therefore, it shall have no specific involvement with respect to collateral substitutions, assignments, workouts, modifications,
consents, waivers, lockbox management, insurance policies, borrower substitutions, lease changes, additional borrower debt, defeasances,
property management changes, releases from escrow, assumptions and other similar actions that such Special Servicer may perform under
this Agreement and will have no obligations at any time with respect to any Non-Serviced Mortgage Loan. In addition, with respect to the
Operating Advisor’s review of net present value




    	 	-316-	 



    



    

calculations, Appraisal Reduction Amounts or
Collateral Deficiency Amounts, as required in Section 3.26(e) above, the Operating Advisor’s recalculation shall not take
into account the reasonableness of Special Servicer’s property and borrower performance assumptions or other similar discretionary
portions of the net present value calculation, Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable.


(g)              
The Operating Advisor and its Affiliates shall keep all information appropriately labeled as “Privileged Information”
and any information that appears on its face to be Privileged Information confidential and shall not disclose such information to any
other Person (including any Certificateholders other than the Directing Certificateholder), other than (1) to the extent expressly
required by this Agreement to the other parties to this Agreement with a notice indicating that such information is Privileged Information,
(2) pursuant to a Privileged Information Exception or (3) where necessary to support specific findings or conclusions concerning
allegations of deviations from the Servicing Standard or the Special Servicer’s obligations under this Agreement (i) in the Operating
Advisor Annual Report or (ii) in connection with a recommendation by the Operating Advisor to replace the Special Servicer. Each party
to this Agreement that receives Privileged Information shall not disclose such Privileged Information to any other Person without the
prior written consent of the Special Servicer and, unless a Consultation Termination Event has occurred, the Directing Certificateholder
(with respect to any Mortgage Loan other than any Non-Serviced Mortgage Loan and any Excluded Loan as to such party) other than pursuant
to a Privileged Information Exception. In addition and for the avoidance of doubt, while the Operating Advisor may serve in a similar
capacity with respect to Other Securitizations that involve the same parties or borrower involved in this securitization, the knowledge
of the employees performing operating advisor functions for such Other Securitizations shall not be imputed to the employees of the Operating
Advisor involved in this securitization. Notwithstanding the foregoing, the Operating Advisor shall be permitted to share Privileged Information
with its Affiliates and any subcontractors of the Operating Advisor that agree in writing to be bound by the same confidentiality provisions
applicable to the Operating Advisor.


(h)              
Subject to the requirements of confidentiality imposed on the Operating Advisor herein (including without limitation in respect
of Privileged Information), the Operating Advisor shall respond to Inquiries proposed by Privileged Persons from time to time in accordance
with the terms of Section 4.07(a).


(i)                
As compensation for its activities hereunder, the Operating Advisor shall be entitled to receive the Operating Advisor Fee on each
Distribution Date with respect to each Mortgage Loan and the Trust Subordinate Companion Loan (excluding the Non-Serviced Mortgage
Loans and any Companion Loan) or each REO Loan. As to each Mortgage Loan, the Trust Subordinate Companion Loan and each REO Loan, the
Operating Advisor Fee shall accrue from time to time at the Operating Advisor Fee Rate and shall be computed on the basis of the Stated
Principal Balance of such Mortgage Loan and the Trust Subordinate Companion Loan (including each Non-Serviced Mortgage Loan, but excluding
any Companion Loan or than the Trust Subordinate Companion Loan) or REO Loan, as the case may be, and in the same manner as interest is
calculated on the related Mortgage Loan, Trust Subordinate Companion Loan or REO Loan, as the case may be, and, in connection with any
partial month interest payment, for




    	 	-317-	 



    



    

the same period respecting which any related
interest payment due on the related Mortgage Loan or Trust Subordinate Companion Loan or deemed to be due on such REO Loan is computed.


The Operating Advisor shall
be entitled to reimbursement of any Operating Advisor Expenses provided for pursuant to Section 6.04(a) and/or 6.04(b)
hereof, such amounts to be reimbursed from amounts on deposit in the Collection Account as provided by Section 3.05(a). Each
successor Operating Advisor shall be required to acknowledge and agree to the terms of the preceding sentence.


In addition, the Operating
Advisor Consulting Fee shall be payable to the Operating Advisor with respect to each Major Decision for which the Operating Advisor has
consultation obligations hereunder. The Operating Advisor Consulting Fee shall be payable from funds on deposit in the Collection Account
as provided in Section 3.05(a)(ii) of this Agreement, but, with respect to the period when the outstanding Certificate Balances
of the Control Eligible Certificates have not been reduced to zero as a result of the allocation of Pooled Certificate Realized Losses
to such Certificates, only to the extent such Operating Advisor Consulting Fee is actually received from the related Mortgagor. When the
Operating Advisor has consultation obligations with respect to a Major Decision under this Agreement, the Master Servicer or the Special
Servicer, as applicable, shall use commercially reasonable efforts consistent with the Servicing Standard to collect the applicable Operating
Advisor Consulting Fee from the related Mortgagor in connection with such Major Decision that are consistent with the efforts in accordance
with the Servicing Standard that the Master Servicer or the Special Servicer, as applicable, would use to collect any Mortgagor-paid fee
not specified in the Mortgage Loan documents owed to it, and to the extent not prohibited by the related Mortgage Loan documents. The
Master Servicer or Special Servicer, as applicable, may waive or reduce the amount of any Operating Advisor Consulting Fee payable by
the related Mortgagor if it determines that such full or partial waiver is in accordance with the Servicing Standard, but in no event
shall the Master Servicer or the Special Servicer take any enforcement action with respect to the collection of such Operating Advisor
Consulting Fee other than requests for collection; provided that the Master Servicer or the Special Servicer, as applicable, shall
consult, on a non-binding basis, with the Operating Advisor prior to any such waiver or reduction. Notwithstanding the foregoing, the
Operating Advisor shall have no obligations or consultation rights as Operating Advisor with respect to: (i) any Non-Serviced Whole Loan
or any related REO Property or (ii) with respect to a Serviced AB Whole Loan, prior to the occurrence and continuance of both an AB Control
Appraisal Period and a Control Termination Event; provided, further, that the Operating Advisor shall not be entitled to
an Operating Advisor Consulting Fee with respect to any Mortgage Loan for which the Operating Advisor does not have related consultation
obligations under this Agreement.


(j)                
After the occurrence and during the continuance of a Consultation Termination Event, the Operating Advisor may be removed upon
(i) the written direction of Holders of Certificates evidencing not less than 25% of the Voting Rights (taking into account the application
of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balances of Classes to which such Cumulative Appraisal
Reduction Amounts are allocable) requesting a vote to replace the Operating Advisor with a replacement Operating Advisor selected by such
Certificateholders (provided that the proposed replacement Operating Advisor is an Eligible Operating Advisor), (ii) payment
by such requesting Holders to the




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Certificate Administrator of all reasonable
fees and expenses to be incurred by the Certificate Administrator in connection with administering such vote and (iii) receipt by
the Trustee and the Certificate Administrator of Rating Agency Confirmation from each Rating Agency (which confirmations will be obtained
by the Certificate Administrator at the expense of such Holders and will not constitute an additional expense of the Trust). The Certificate
Administrator shall promptly provide written notice to all Certificateholders of such request by posting such notice on the Certificate
Administrator’s Website in accordance with Section 3.13(b), and concurrently by mail, and conduct the solicitation of
votes of all Certificates in such regard. Upon the vote or written direction of Holders evidencing at least 75% of the Voting Rights,
the Trustee shall immediately terminate all of the rights and obligations of the Operating Advisor under this Agreement (other than any
rights or obligations that accrued prior to the date of such termination (including accrued and unpaid compensation) and other than indemnification
rights (arising out of events occurring prior to such termination)) by prior written notice to the replacement Operating Advisor, and
the proposed successor operating advisor will be appointed.


(k)              
After the occurrence of an Operating Advisor Termination Event, the Trustee may, and upon the written direction of Certificateholders
representing at least 25% of the Voting Rights (taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally
reduce the Certificate Balance of the Classes of Certificates), the Trustee shall promptly terminate the Operating Advisor for cause and
appoint a replacement Operating Advisor that is an Eligible Operating Advisor; provided that no such termination shall be effective
until a successor operating advisor has been appointed and has assumed all of the obligations of the Operating Advisor under this Agreement.
No such termination shall terminate, change, reduce, or otherwise modify the rights and obligations of the Operating Advisor that accrued
prior to such termination, including the right to receive all amounts accrued and owing to it under this Agreement, and other than indemnification
rights (arising out of events occurring prior to such termination). The Trustee may rely on a certification by the replacement Operating
Advisor that it is an Eligible Operating Advisor. Upon any termination of the Operating Advisor and appointment of a successor to the
Operating Advisor, the Trustee will, as soon as possible, be required to give written notice of the termination and appointment to the
Special Servicer, the Master Servicer, the Certificate Administrator, the 17g-5 Information Provider, the Depositor, the Directing Certificateholder
(but only if no Control Termination Event or Consultation Termination Event has occurred), the Risk Retention Consultation Party, any
Companion Holder and the Certificateholders. Notwithstanding the foregoing, if the Trustee is unable to find a successor operating advisor
within thirty (30) days of the termination of the Operating Advisor, the Depositor shall be permitted to find a replacement. The Trustee
shall not be liable for any failure to identify and appoint a successor operating advisor so long as the Trustee uses commercially reasonable
efforts to conduct a search for a successor operating advisor and such failure is not a result of the Trustee’s negligence, bad
faith or willful misconduct in the performance of its obligations hereunder.


(l)                
The holders of Certificates representing at least 25% of the Voting Rights affected by any Operating Advisor Termination Event
hereunder may waive such Operating Advisor Termination Event within twenty (20) days of the receipt of notice from the Certificate Administrator
of the occurrence of such Operating Advisor Termination Event. Upon any such waiver of an Operating Advisor Termination Event, such Operating
Advisor Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder.




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Upon any such waiver of an Operating Advisor
Termination Event by Certificateholders, the Trustee and the Certificate Administrator shall be entitled to recover all costs and expenses
incurred by it in connection with enforcement action taken with respect to such Operating Advisor Termination Event prior to such waiver
from the Trust.


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


(n)              
The Operating Advisor may resign from its obligations and duties hereby imposed on it (a) upon thirty (30) days prior written
notice to the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations
Reviewer, the Risk Retention Consultation Party and the Directing Certificateholder, if applicable, and (b) upon the appointment
of, and the acceptance of such appointment by, a successor operating advisor that is an Eligible Operating Advisor and receipt by the
Trustee of Rating Agency Confirmation from each Rating Agency. If no successor operating advisor has been so appointed and accepted the
appointment within thirty (30) days after the notice of resignation, the resigning Operating Advisor may petition any court of competent
jurisdiction for the appointment of a successor operating advisor that is an Eligible Operating Advisor. No such resignation by the Operating
Advisor shall become effective until the replacement Operating Advisor shall have assumed the resigning Operating Advisor’s responsibilities
and obligations. The resigning Operating Advisor shall pay all costs and expenses (including costs and expenses incurred by the Trustee
and the Certificate Administrator) associated with a transfer of its duties pursuant to this Section 3.26.


(o)              
In the event there are no Classes of Certificates outstanding other than the Control Eligible Certificates and the Class R Certificates,
then all of the rights and obligations of the Operating Advisor shall terminate without payment of any penalty or termination fee (other
than any rights or obligations that accrued prior to the date of such termination (including accrued and unpaid compensation) and other
than indemnification rights arising out of events occurring prior to such termination). In connection with any termination pursuant to
this Section 3.26(p), no successor Operating Advisor shall be appointed. Upon receipt of written notice of such acts by a Responsible
Officer of the Trustee, the Trustee shall provide the Operating Advisor with prompt notice upon its termination pursuant to this Section
3.26(p).


(p)              
In the event the Operating Advisor resigns or is otherwise terminated for any reason it shall remain entitled to any accrued and
unpaid Operating Advisor Fees and Operating Advisor Consulting Fees and reimbursement of accrued and unpaid Operating Advisor Expenses
pursuant to Section 3.26(i) and shall also remain entitled to any rights of indemnification provided hereunder.


(q)              
The parties hereto agree, and the Certificateholders by their acceptance of their Certificates shall be deemed to have agreed,
that (i) subject to Section 6.04, the Operating




    	 	-320-	 



    



    

Advisor shall have no liability to any Certificateholder
for any actions taken or for refraining from taking any actions under this Agreement, (ii) the Operating Advisor shall act solely
as a contracting party to the extent set forth in this Agreement, (iii) the Operating Advisor shall have no (A) fiduciary duty,
or (B) other duty except with respect to its specific obligations under this Agreement, and shall have no duty or liability to any
particular Class of Certificates, particular Certificateholders or any third party, and (iv) the Operating Advisor does not constitute
an “investment adviser” within the meaning of the Investment Advisers Act of 1940, as amended or a “broker” or
“dealer” within the meaning of the Exchange Act.


(r)               
Neither the Operating Advisor nor any of its Affiliates shall make any investment in any Class of Certificates; provided,
however, that such prohibition shall not apply to (i) riskless principal transactions effected by a broker dealer Affiliate of
the Operating Advisor or (ii) investments by an Affiliate of the Operating Advisor if the Operating Advisor and such Affiliate maintain
policies and procedures that (A) segregate personnel involved in the activities of the Operating Advisor under this Agreement from personnel
involved in such Affiliate’s investment activities and (B) prevent such Affiliate and its personnel from gaining access to information
regarding the Trust and the Operating Advisor and its personnel from gaining access to such Affiliate’s information regarding its
investment activities.


(s)               
The Operating Advisor shall at all times be an Eligible Operating Advisor and if the Operating Advisor ceases to be an Eligible
Operating Advisor, the Operating Advisor shall immediately resign under Section 3.26(n) of this Agreement and the Trustee shall
appoint a successor operating advisor subject to and in accordance with this Section 3.26. Notwithstanding the foregoing, if the
Trustee is unable to find a successor operating advisor within 30 days of the termination of the Operating Advisor, the Depositor shall
be permitted to find a replacement.


(t)                
With respect to the determination of whether an Operating Advisor Consultation Event has occurred and is continuing, or has terminated,
the Operating Advisor is entitled to rely solely on its receipt from the Certificate Administrator of notice thereof pursuant to this
Agreement (which includes notices posted to the Certificate Administrator’s Website), and, with respect to any obligations of the
Operating Advisor that are performed only after the occurrence and continuance of an Operating Advisor Consultation Event, the Operating
Advisor shall have no obligation to perform any such duties until the receipt of such notice or actual knowledge of the occurrence of
an Operating Advisor Consultation Event.


(u)              
The Operating Advisor may delegate its duties to agents or Subcontractors to the extent such agents or Subcontractors satisfy clauses (c),
(d) and (f) of the definition of “Eligible Operating Advisor” and so long as the related agreements or arrangements with such
agents or Subcontractors are consistent with the provisions of this Agreement related to the Operating Advisor’s duties and obligations;
provided that no agent or Subcontractor may (i) be affiliated with a Sponsor, the Master Servicer, the Special Servicer, the
Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates or (ii) have
been paid any fees, compensation or other remuneration by an Underwriter, the Master Servicer, the Special Servicer, the Depositor, the
Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates in connection with due diligence
or other services with respect to any Mortgage Loan prior to the Closing Date. Notwithstanding




    	 	-321-	 



    



    

the foregoing sentence, the Operating Advisor
shall remain obligated and primarily liable for its obligations hereunder in accordance with the provisions of this Agreement without
diminution of such obligation or liability or related obligation or liability by virtue of such delegation or arrangements or by virtue
of indemnification from any Person acting as its agents or Subcontractor to the same extent and under the same terms and conditions as
if the Operating Advisor alone were performing its obligations under this Agreement. The Operating Advisor shall be entitled to enter
into an agreement with any agent or Subcontractor providing for indemnification of the Operating Advisor by such agent or Subcontractor,
and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.


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


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


(c)              
In the case of each of the Serviced Companion Loans (other than the Trust Subordinate Companion Loan), upon the resignation or
removal of the Master Servicer pursuant to Article VII of this Agreement, the Master Servicer, as the Companion Paying Agent,
shall be deemed simultaneously to resign or be removed.


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


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




    	 	-322-	 



    



    

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


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


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


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


(c)              
In connection with the securitization of each Serviced Pari Passu Companion Loan, (in each case, only while it is a Serviced Companion
Loan), upon the request of (and at the expense of) the related Serviced Companion Noteholder (or its designee), each of the Master Servicer,
the Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such Serviced Companion Noteholder
in attempting to cause the related Mortgagor to provide information relating to such Whole Loan and the related notes, and that such holder
reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating to such Other Securitization.


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




    	 	-323-	 



    



    

Termination Event) waive any timing or delivery
requirements related to such sale to the extent set forth in the related Intercreditor Agreement.


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


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


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


(h)              
On a Servicing Shift Date, (i) the Custodian shall, upon receipt of a Request for Release, transfer the related Mortgage File
(other than the Mortgage Note evidencing the related Servicing Shift Mortgage Loan, the original of which shall be retained by the Custodian)
for the related Servicing Shift Whole Loan to the related Non-Serviced Trustee under the related Non-Serviced PSA and retain a
copy of such Mortgage File and (ii) the Master Servicer shall, upon receipt of notice from the applicable Mortgage Loan Seller that
the applicable Servicing Shift Control Note has been or is being securitized and identifying the related Servicing Shift Date, transfer
(and cooperate with reasonable requests in connection with such transfer of) the Servicing File for the related Servicing Shift Whole
Loan, and any Escrow Payments, reserve funds and originals of items specified in clauses (x) and (xii) of the
definition of “Mortgage File” for the related Servicing Shift Whole Loan, to the related Non-Serviced Master Servicer
identified in the above referenced notice from the Mortgage Loan Seller on the related Servicing Shift Date.


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




    	 	-324-	 



    



    

(j)                
 With respect to any Servicing Shift Mortgage Loan that is also a Serviced Mortgage Loan, the Directing Certificateholder identified
in clause (C) of the definition of “Directing Certificateholder”, prior to the occurrence and continuance of a Consultation
Termination Event, or the Special Servicer, following the occurrence and during the continuance of a Consultation Termination Event, shall
be entitled to exercise any consultation rights held by the holder of such Mortgage Loan in its capacity as a “Non-Controlling
Note Holder” (or similar term identified in the related Intercreditor Agreement) as and to the extent provided in the related Intercreditor
Agreement.


Section 3.30       
Litigation Control.


(a)              
With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan or an Excluded Special Servicer Loan), any Serviced
Whole Loan or any related REO Loan or related REO property, the Special Servicer shall in accordance with the Servicing Standard, direct,
manage, prosecute and/or defend any action brought by a Mortgagor, guarantor, or other obligor on the related Mortgage Note or any affiliates
thereof (each a “Borrower-Related Party”) against the Trust (including, without limitation, any action in which both
the Trust and the Master Servicer are named), and/or the Special Servicer or any predecessor master servicer or special servicer, and
represent the interests of the Trust in any litigation relating to the rights and obligations (or the enforcement of obligations) of the
Trust, or of the Mortgagor or other Borrower-Related Party, under the related Mortgage Loan or Whole Loan, as applicable, or with respect
to the related Mortgaged Property or other collateral securing such Mortgage Loan or Whole Loan, or otherwise with respect to the enforcement
of the obligations of a Borrower-Related Party under the related Mortgage Loan documents (“Loan-Related Litigation”).
In the event that the Master Servicer is named in any Loan-Related Litigation but the Special Servicer is not named in such Loan-Related
Litigation (and regardless of whether the Trust is named in such Loan-Related Litigation), the Master Servicer shall notify the Special
Servicer of such litigation as soon as reasonably practicable but in any event no later than within ten (10) Business Days of the Master
Servicer receiving service of such Loan-Related Litigation. The Operating Advisor shall not be required to review the actions of the Special
Servicer with respect to Loan-Related Litigation unless such review is otherwise related to the performance of the Operating Advisor’s
duties, rights and obligations in respect of a Final Asset Status Report and/or Asset Status Report.


(b)              
With respect to any Non-Specially Serviced Loan and to the extent the Master Servicer is named in Loan-Related Litigation, and
neither the Trust nor the Special Servicer is named, in order to effectuate the role of the Special Servicer as contemplated by the immediately
preceding subsection, the Master Servicer shall (i) provide quarterly (unless requested in writing from time to time on a more frequent
basis) status reports to the Special Servicer, regarding such Loan-Related Litigation; (ii) use reasonable efforts to have the Trust replace
the Master Servicer as the appropriate party to the lawsuit; and (iii) so long as the Master Servicer remains a party to such lawsuit,
consult with, and take direction from, the Special Servicer with respect to material decisions and material monetary settlements related
to the interests of the Trust in such Loan-Related Litigation, including but not limited to the selection of counsel. If and/or when the
Trust and/or the Special Servicer are named, the Special Servicer shall assume control of the Loan-Related Litigation as provided in Section
3.30(a) above; the Master Servicer shall no longer have the reporting obligations set forth above and the Special




    	 	-325-	 



    



    

Servicer’s selection of counsel shall
be subject to the consent of the Master Servicer which consent shall not be unreasonably withheld. Further, the Master Servicer shall
have the right to engage separate counsel relating to claims against the Master Servicer to the extent set forth in Section 3.30(e)
if there are claims against the Master Servicer.


(c)              
The Special Servicer shall not (i) undertake (or direct the Master Servicer to undertake) any material settlement of any Loan-Related
Litigation or (ii) initiate any material Loan-Related Litigation unless and until it has notified in writing the Directing Certificateholder
(only if the related Mortgage Loan is not an Excluded Loan as to such party and for so long as no Consultation Termination Event has occurred
and is continuing and to the extent the identity of the Directing Certificateholder is actually known to the Special Servicer; provided
that the Special Servicer shall make due inquiry of the Certificate Administrator as to the identity of the Directing Certificateholder),
and the related holder of any Companion Loan (if such matter affects such related Serviced Companion Loan and to the extent the identity
of the holder of such Serviced Companion Loan is actually known to the Special Servicer), and the Directing Certificateholder (only if
the related Mortgage Loan is not an Excluded Loan as to such party and for so long as no Control Termination Event has occurred and is
continuing) has not objected in writing within five (5) Business Days of having been notified thereof and having been provided with all
information that the Directing Certificateholder has reasonably requested with respect thereto promptly following its receipt of the subject
notice (it being understood and agreed that if such written objection has not been received by the Special Servicer within such 5 Business
Day period, then the Directing Certificateholder shall be deemed to have approved the taking of such action); provided that, if the Special
Servicer determines (consistent with the Servicing Standard) that immediate action is necessary to protect the interests of the Certificateholders
and, with respect to a Serviced Whole Loan, the related Companion Holders, the Special Servicer may take such action without waiting for
the Directing Certificateholder’s response.


(d)              
Notwithstanding anything to the contrary in this Section 3.30, neither the Special Servicer nor the Master Servicer shall
follow any advice, direction or consultation provided by the Directing Certificateholder, the Risk Retention Consultation Party, the Operating
Advisor or any other party to this Agreement that would require or cause the Special Servicer or the Master Servicer, as applicable, to
violate any applicable law, be inconsistent with the Servicing Standard, require or cause the Special Servicer or the Master Servicer,
as applicable, to violate provisions of this Agreement, require or cause the Special Servicer or the Master Servicer, as applicable, to
violate the terms of any Mortgage Loan or Whole Loan, expose any Certificateholder or any party to this Agreement or their Affiliates,
officers, directors or agents to any claim, suit or liability, cause any Trust REMIC created hereunder to fail to qualify as a REMIC for
federal income tax purposes or result in the imposition of a “prohibited transaction” or “prohibited contribution”
tax under the REMIC Provisions, or materially expand the scope of the Special Servicer’s, the Master Servicer’s, the Certificate
Administrator’s or the Trustee’s, as applicable, responsibilities under this Agreement.


(e)              
Notwithstanding the right of the Special Servicer provided in this Section 3.30 to represent the interests of the Trust
in Loan-Related Litigation, and subject to the rights of the Special Servicer to direct the Master Servicer’s actions in this Section 3.30,
the Master Servicer shall retain the right to make determinations relating to claims against the




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Master Servicer, including but not limited to
the right to engage separate counsel, to make settlement decisions and to appear in any proceeding on its own behalf. The cost related
to or incurred in connection with exercising such rights shall be subject to indemnification as and to the extent provided in this Agreement.


(f)               
Further, nothing in this Section shall require the Master Servicer, the Special Servicer or any other party to this Agreement to
take or fail to take any action which, in such party’s reasonable judgment and in accordance with the Servicing Standard, may (i)
cause any Trust REMIC created hereunder to fail to qualify as a REMIC for federal income tax purposes, result in the imposition of “prohibited
transaction” or “prohibited contribution” tax under the Code, or otherwise result in a violation of the REMIC Provisions,
(ii) cause the Master Servicer or the Special Servicer to violate the Servicing Standard, (iii) result in a violation of applicable law
or the Mortgage Loan documents or (iv) subject the Master Servicer, the Special Servicer or other such party to liability, or materially
expand the scope of the Master Servicer’s, the Special Servicer or such party’s obligations under this Agreement.


(g)              
In the event where the Master Servicer or Special Servicer is named party neither the Special Servicer nor the Master Servicer
shall settle on behalf of the Master Servicer or the Special Servicer, as applicable, any Loan-Related Litigation without such party’s
consent unless: (A) such settlement does not contain or require any admission of liability, wrongdoing or consent to injunctive relief
on the part of the Master Servicer or the Special Servicer, as applicable, and the Master Servicer or the Special Servicer are each fully
released, (B) the cost of such settlement or any resulting judgment is and shall be paid by the Trust pursuant to the terms of this Agreement,
and payment of such cost or judgment is provided for in this Agreement, (C) each of the Master Servicer and the Special Servicer is and
shall be indemnified as and to the extent provided in this Agreement for all costs and expenses incurred in defending and settling the
Loan-Related Litigation and for any judgment, (D) any such action taken by the Master Servicer or the Special Servicer at the direction
of the other shall be deemed (as to the party taking the action) to be in compliance with the Servicing Standard, and (E) the Master Servicer
or the Special Servicer, as applicable, provides the Master Servicer or the Special Servicer, as applicable, with assurance reasonably
satisfactory to the Master Servicer or the Special Servicer, as applicable, as to the items in clauses (A), (B), (C) and (D).


(h)              
In the event both the Master Servicer and the Special Servicer or Trust are named in Loan-Related Litigation, to the extent that
the Master Servicer and the Special Servicer deem it appropriate, the Master Servicer and the Special Servicer shall (i) use reasonable
efforts to enter into a joint defense agreement and (ii) otherwise cooperate with each other to afford the Master Servicer and the Special
Servicer the rights afforded to such party in this Section 3.30.


(i)                
This Section shall not apply in the event, and to the extent, that the Special Servicer authorizes the Master Servicer, and the
Master Servicer agrees (both authority and agreement to be in writing), to make certain decisions or control certain Loan-Related Litigation
on behalf of the Trust in accordance with the Servicing Standard.


(j)                
Notwithstanding the foregoing, (x) in the event that any action, suit, litigation or proceeding names the Trustee, Certificate
Administrator, Custodian or Operating Advisor, in its respective individual capacity, or in the event that any judgment is rendered




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against the Trustee, Certificate Administrator,
Custodian or Operating Advisor, as applicable, in its individual capacity, the Trustee, Certificate Administrator, Custodian or Operating
Advisor, as applicable, upon prior written notice to the Master Servicer or the Special Servicer, as applicable, may retain separate counsel
and appear in any such proceeding on its own behalf in order to protect and represent its interests (but not to otherwise direct, manage
or prosecute such litigation or claim); (y) in the event of any action, suit, litigation or proceeding, other than an action, suit, litigation
or proceeding relating to the enforcement of the obligations of a Mortgagor, guarantor or other obligor under the related Mortgage Loan
documents, or otherwise relating to one or more Mortgage Loans or Mortgaged Properties, neither the Master Servicer nor the Special Servicer
shall, without the prior written consent of the Trustee, Certificate Administrator, Custodian or Operating Advisor, as applicable, (i)
initiate an action, suit, litigation or proceeding in the name of the Trustee, Certificate Administrator, Custodian or Operating Advisor,
as applicable, whether in such capacity or individually, (ii) engage counsel to represent the Trustee, Certificate Administrator, Custodian
or Operating Advisor, as applicable, (iii) settle any claim giving rise to liability to the Trustee, Certificate Administrator, Custodian
or Operating Advisor, as applicable, in its individual capacity, or (iv) prepare, execute or deliver any government filings, forms, permits,
registrations or other documents or take any other similar actions with the intent to cause, and that actually causes, the Trustee, Certificate
Administrator, Custodian or Operating Advisor, as applicable, to be registered to do business in any state (provided that neither the
Master Servicer nor the Special Servicer shall be responsible for any delay due to the unwillingness of the Trustee, Certificate Administrator,
Custodian or Operating Advisor to grant such consent); and (z) in the event that any court finds that the Trustee, Certificate Administrator,
Custodian or Operating Advisor, as applicable, is a necessary party in respect of any action, suit, litigation or proceeding relating
to or arising from this Agreement or any Mortgage Loan, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor,
as applicable, shall have the right to retain separate counsel and appear in any such proceeding on its own behalf in order to protect
and represent its interests, whether as Trustee, Certificate Administrator, Custodian or Operating Advisor, as applicable, or individually
(but not to otherwise direct, manage or prosecute such litigation or claim); provided, however, nothing in this subsection shall be interpreted
to preclude the Special Servicer (with respect to any material Loan-Related Litigation with respect to any Mortgage Loan other than an
Excluded Loan, with the consent or consultation of the Directing Certificateholder prior to the occurrence and continuance of a Control
Termination Event or Consultation Termination Event, respectively to the extent required in this Section 3.30) from initiating
any action, suit, litigation or proceeding in its own name as representative of the Trust. References to Mortgage Loans (including references
to Mortgagors, guarantors, obligors and Mortgaged Properties) in this Section 3.30 shall mean Mortgage Loans (other than any Non-Serviced
Mortgage Loans).


Notwithstanding the foregoing
or anything to the contrary in this Section, this Section shall not apply to any Loan-Related Litigation and shall have no force and effect
with respect thereto, in the event that either (i) at the time such Loan-Related Litigation is commenced or at any time during the continuance
of such Loan-Related Litigation, Argentic Services Company LP is no longer the Special Servicer with respect to the related Mortgage Loan
or related Whole Loan or has received notice of its replacement as Special Servicer with respect to the related Mortgage Loan or related
Whole Loan (whether or not such replacement is effective) or such related Mortgage Loan or Whole Loan is an Excluded Special Servicer
Loan in respect of Argentic Services Company LP as Special Servicer, or (ii) the Depositor, any Sponsor, any




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Mortgage Loan Seller, any Initial Purchaser,
any Underwriter, or any of their respective affiliates is an adverse party (with respect to the Trust or the Special Servicer) in such
Loan-Related Litigation or holds any interest which is adverse to the Trust or the Special Servicer in the related Mortgage Loan or related
Whole Loan (or any portion thereof) or the related Mortgaged Property to which Loan-Related Litigation relates, unless otherwise agreed
to in writing by each of the Depositor, Sponsor, Mortgage Loan Seller, Initial Purchaser, Underwriter, or affiliate that is such a party
or holds such interest. In each case under clause (ii) above, the applicable party listed above shall use reasonable efforts to provide
notice of such occurrence to the Master Servicer pursuant to this Agreement. For the avoidance of doubt, the rights and obligations of
the Master Servicer and the Special Servicer relating to any Loan-Related Litigation shall be limited solely to the representation of
the Trust and itself, separate and apart from the interests of any other party thereto. For the further avoidance of doubt, in such circumstance
described in this paragraph, the rights and obligations of the Master Servicer and the Special Servicer relating to litigation shall be
as otherwise set forth with respect to servicing in this Agreement.


Section 3.31       
Resignation Upon Prohibited Risk Retention Affiliation. Under the Risk Retention Rule, any Subsequent Third Party Purchaser
or Park West Village Third Party Purchaser is prohibited from being Risk Retention Affiliated with, among other persons, the Master Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer. As long as the prohibition exists
under the Risk Retention Rule, upon the occurrence of (i) a Servicing Officer of the Master Servicer or a Responsible Officer of the Certificate
Administrator or the Trustee, as applicable, obtaining actual knowledge that the Master Servicer, the Certificate Administrator or the
Trustee, as applicable, is or has become Risk Retention Affiliated with or a Risk Retention Affiliate of a Subsequent Third Party Purchaser
or the Park West Village Third Party Purchaser (an “Impermissible TPP Affiliate”), (ii) the Master Servicer, the Certificate
Administrator or the Trustee receiving written notice by any other party to this Agreement, the Subsequent Third Party Purchaser, the
Sponsor or any Underwriter or Initial Purchaser that the Master Servicer, the Certificate Administrator or the Trustee, as applicable,
is or has become an Impermissible TPP Affiliate, or (iii) an officer or manager of the Operating Advisor or the Asset Representations
Reviewer that is responsible for performing the duties of the Operating Advisor or the Asset Representations Reviewer obtaining actual
knowledge that it is or has become a Risk Retention Affiliate of or Risk Retention Affiliated with such Subsequent Third Party Purchaser,
Park West Village Third Party Purchaser or any other party to this Agreement (an “Impermissible Operating Advisor Affiliate”
or “Impermissible Asset Representations Reviewer Affiliate”, respectively; and either of an Impermissible TPP Affiliate,
an Impermissible Operating Advisor Affiliate or an Impermissible Asset Representations Reviewer Affiliate being an “Impermissible
Risk Retention Affiliate”), then in each such case the Impermissible Risk Retention Affiliate shall promptly notify the applicable
Retaining Sponsor and the other parties to this Agreement and resign in accordance with Section 3.26, Section 6.05,
Section 7.03, Section 8.07 or Section 12.03, as applicable. The resigning Impermissible Risk Retention Affiliate
shall bear all reasonable out of pocket costs and expenses of each other party to this Agreement, the Trust and each Rating Agency in
connection with such resignation as and to the extent required under this Agreement; provided, however, that if the affiliation causing
an Impermissible Risk Retention Affiliate is the result of a Subsequent Third Party Purchaser or Park West Village Third Party Purchaser,
as the case may be, acquiring an interest in such Impermissible Risk Retention Affiliate or an affiliate of such




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Impermissible Risk Retention Affiliate, then
such costs and expenses will be an expense of the Trust.


Section 3.32       
[Reserved]. 


Section 3.33       
Delivery of Excluded Information to the Certificate Administrator. (a) Any Excluded Information that the Master Servicer,
the Special Servicer or the Operating Advisor identifies and delivers to the Certificate Administrator for posting to the Certificate
Administrator’s Website shall be delivered to the Certificate Administrator via e-mail (or such other electronic means as is mutually
acceptable to the parties) in one or more separate files labeled “Excluded Information” followed by the applicable loan name
and loan file to cmbsexcludedinformation@wellsfargo.com. For the avoidance of doubt, any information that is not appropriately
labeled and delivered in accordance with this Section 3.33(a) shall not be separately posted as Excluded Information on the
Certificate Administrator’s Website, and any information appropriately labeled and delivered to the Certificate Administrator pursuant
to this Section 3.33(a) shall be posted on the Certificate Administrator’s Website under the “Excluded Information”
section, as provided under Section 3.13. When so posted, the Excluded Controlling Class Holders shall be prohibited from the
access of Excluded Information with respect to any Excluded Controlling Class Loans on the Certificate Administrator’s Website (unless
a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only be prohibited with
respect to the related Excluded Controlling Class Loans). None of the Master Servicer, the Special Servicer or the Operating Advisor shall
have any obligations to separately label and deliver any Excluded Information in accordance with this Section 3.33(a) until
such party has received written notice with respect to the related Excluded Controlling Class Loan in the form of Exhibit P-1E
to this Agreement. Nothing set forth in this Agreement shall prohibit the Directing Certificateholder, any Park West Village Loan-Specific
Controlling Class Certificateholder or any Controlling Class Certificateholder from receiving, requesting or reviewing any Excluded Information
relating to any Excluded Controlling Class Loan with respect to which the Directing Certificateholder, such Park West Village Loan-Specific
Controlling Class Certificateholder or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded Information
is not available to such Excluded Controlling Class Holder via the Certificate Administrator’s Website on account of it constituting
Excluded Information, such Directing Certificateholder, such Park West Village Loan-Specific Controlling Class Certificateholder or such
Controlling Class Certificateholder that is not a Borrower Party with respect to the related Excluded Controlling Class Loan shall be
permitted to reasonably request and obtain such information in accordance with Section 3.13(a) and Section 4.02(f) of
this Agreement.


Section 3.34       
Certain Matters with Respect to Joint Mortgage Loans.


(a)              
If a Mortgage Loan Seller with respect to a Joint Mortgage Loan (a “Repurchasing Mortgage Loan Seller”) repurchases,
or substitutes for, the Mortgage Note(s) (as such term is defined in this Section 3.34(a)) (a “Repurchased Note”)
related to such Joint Mortgage Loan that it sold to the Depositor, but the other Mortgage Loan Seller with respect to such Joint Mortgage
Loan does not repurchase, or substitute for, the Mortgage Note(s) related to such Joint Mortgage Loan that it sold to the Depositor, the
provisions of this Section 3.34 shall apply prior to the adoption, pursuant to Section 13.01(l), of any amendment to this
Agreement




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that provides otherwise. Each Mortgage Loan
Seller of a Joint Mortgage Loan has agreed pursuant to the terms of the related Mortgage Loan Purchase Agreement that the terms set forth
in this Section 3.34 with respect to the servicing and administration of such Joint Mortgage Loan shall apply if one or more of
the Mortgage Notes related to such Joint Mortgage Loan has been repurchased or, by way of substitution, otherwise removed from the Trust
and at least one other Mortgage Note related to such Joint Mortgage Loan is included in the Trust until such time as all of the Mortgage
Notes related to such Joint Mortgage Loan are no longer included in the Trust. For purposes of this Section 3.34, Section 13.01(l)
and Section 13.08(a) only, “Mortgage Note” shall mean with respect to any Joint Mortgage Loan, each original promissory
note that collectively represents the Mortgage Note (as defined in Article I) with respect to such Joint Mortgage Loan and shall not be
a collective reference to such promissory notes. With respect to any Joint Mortgage Loan that is part of a Whole Loan, clauses (b)–(j)
below shall not apply, and the terms of the related Intercreditor Agreement shall continue to govern the relationship between the related
Mortgage Notes as if each related Repurchased Note were a Serviced Pari Passu Companion Loan or Non-Serviced Pari Passu Companion Loan,
as applicable. With respect to any other Joint Mortgage Loan, clauses (b)–(j) below shall apply to such Joint Mortgage Loan.


(b)              
Custody of and record title under the Mortgage Loan documents with respect to the applicable Joint Mortgage Loan shall be held
exclusively by the Custodian as provided under this Agreement or, with respect to a Non-Serviced Mortgage Loan, the Non-Serviced Custodian
as provided under the related Non-Serviced PSA, except that the Repurchasing Mortgage Loan Seller shall hold and retain title to its original
Repurchased Note(s) and any related endorsements thereof.


(i)               
All of the Mortgage Notes with respect to any Joint Mortgage Loan shall be of equal priority, and no portion of any Mortgage Note
shall have priority or preference over any other portion of the other Mortgage Notes or security therefor. Payments from the related Mortgagor
(including, without limitation, any Penalty Charges) or any other amounts received with respect to each Mortgage Note shall be collected
as provided in this Agreement by the Master Servicer and shall be applied upon receipt by the Master Servicer pro rata to each related
Mortgage Note based on its respective Mortgage Loan Seller Percentage Interest, subject to Section 3.34(b)(ii). Payments or any
other amounts received with respect to the related Repurchased Note shall be held in trust for the benefit of the applicable Repurchasing
Mortgage Loan Seller and remitted (net of its pro rata share of amounts payable at the Administrative Cost Rate and any other amounts
due to the Master Servicer or Special Servicer) to the applicable Repurchasing Mortgage Loan Seller or its designee by the Master Servicer
on each Distribution Date pursuant to instructions provided by the applicable Repurchasing Mortgage Loan Seller and deposited and applied
in accordance with this Agreement, subject to Section 3.34(b)(ii). If any Joint Mortgage Loan to which this Section 3.34
applies becomes an REO Loan, payments or any other amounts received with respect to any such Joint Mortgage Loan shall be collected and
shall be applied upon receipt by the Master Servicer pro rata to each related Mortgage Note based on its respective Mortgage Loan Seller
Percentage Interest, subject to Section 3.34(b)(ii). Any Appraisal Reduction Amounts calculated with respect to any Joint Mortgage
Loan subject to this Section 3.34




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shall be allocated to each related Mortgage
Note, pro rata based upon the respective unpaid principal balances thereof.


(ii)              
If the Master Servicer or the Special Servicer, as applicable, receives an aggregate payment of less than the aggregate amount
due under any such Joint Mortgage Loan at any particular time, the applicable Repurchasing Mortgage Loan Seller shall receive from the
Master Servicer an amount equal to its Mortgage Loan Seller Percentage Interest of such payment. All expenses, losses and shortfalls relating
solely to such Joint Mortgage Loan including, without limitation, losses of principal or interest, Nonrecoverable Advances, interest on
Servicing Advances, Special Servicing Fees, Workout Fees and Liquidation Fees (including any such fees related to the applicable Mortgage
Notes), shall be allocated between the holders of the related Mortgage Notes pro rata based upon the respective unpaid principal balances
thereof. In no event shall any costs, expenses, fees or any other amounts related to any Mortgage Loan or Joint Mortgage Loan other than
the applicable Joint Mortgage Loan be deducted from payments or any other amounts received with respect to such Joint Mortgage Loan and
payable to the applicable Repurchasing Mortgage Loan Seller.


(iii)               
A Joint Mortgage Loan that is not a Non-Serviced Mortgage Loan and to which this Section 3.34 applies shall be serviced
for the benefit of the applicable Repurchasing Mortgage Loan Seller and the Certificateholders pursuant to the terms and conditions of
this Agreement in accordance with the Servicing Standard and in accordance with the provisions herein as if (A) such Joint Mortgage Loan
were a Serviced Whole Loan, (B) the related Mortgage Note(s) not repurchased were (1) a Serviced Pari Passu Mortgage Loan and (2) the
only Mortgage Loan that is part of such Joint Mortgage Loan (or related Serviced Whole Loan), and (C) the related Repurchased Note were
a Serviced Pari Passu Companion Loan. No Repurchasing Mortgage Loan Seller shall be permitted to terminate the Master Servicer, the Special
Servicer or the Operating Advisor as servicer, special servicer or operating advisor, respectively, of the related Repurchased Note. All
rights of the mortgagee under each such Joint Mortgage Loan shall be exercised by the Master Servicer or the Special Servicer, as applicable,
on behalf of the Trust to the extent of its interest therein and the applicable Repurchasing Mortgage Loan Seller in accordance with this
Agreement.


(iv)               
The related Repurchasing Mortgage Loan Seller shall be treated hereunder as if it were a Serviced Pari Passu Companion Loan holder
on a pari passu basis. Funds collected by the Master Servicer or the Special Servicer, as applicable, and applied to the applicable
Mortgage Notes shall be deposited and disbursed in accordance with the provisions hereof relating to holders of promissory notes comprising
Serviced Whole Loans that are pari passu in right of payment. Compensation shall be paid to the Master Servicer, the Special Servicer
and the Operating Advisor with respect to each Repurchased Note as provided in this Agreement as if each such Repurchased Note were a
Serviced Pari Passu Companion Loan. None of the Trustee, the Certificate Administrator, the Custodian, the Master Servicer, the Special
Servicer or the Operating Advisor shall have any obligation to make P&I Advances with respect to any Repurchased Note or, if no related
Mortgage Note is part of the Trust, a Servicing Advance with respect to any Repurchased Note. Except as otherwise specified herein, the




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Master Servicer and the Special Servicer
shall have no reporting requirement with respect to any Repurchased Note other than to deliver to the related Repurchasing Mortgage Loan
Seller any document as is required to be delivered to a holder of a Serviced Pari Passu Companion Loan hereunder.


(c)              
If any non-repurchased Mortgage Note relating to a Joint Mortgage Loan to which this Section 3.34 applies is a Specially
Serviced Loan, then any related Repurchased Note shall also be a Specially Serviced Loan under this Agreement. The Special Servicer shall
cause such related Repurchased Note to be specially serviced for the benefit of the applicable Repurchasing Mortgage Loan Seller in accordance
with the terms and provisions set forth in this Agreement and shall be entitled to any Special Servicing Fee, Workout Fee or Liquidation
Fee payable to the Special Servicer under this Agreement as with respect to a Serviced Pari Passu Companion Loan.


(d)              
If (A) the Master Servicer shall pay any amount to any Repurchasing Mortgage Loan Seller pursuant to the terms hereof in the belief
or expectation that a related payment has been made or will be received or collected in connection with any or all of the applicable Mortgage
Notes and (B) such related payment is not received or collected by the Master Servicer, then the applicable Repurchasing Mortgage Loan
Seller shall promptly on demand by the Master Servicer return such amount to the Master Servicer. If the Master Servicer determines at
any time that any amount received or collected by the Master Servicer in respect of any Joint Mortgage Loan to which this Section 3.34
applies must be returned to the related Mortgagor or paid to any other person or entity pursuant to any insolvency law or otherwise, notwithstanding
any other provision of this Agreement, the Master Servicer shall not be required to distribute any portion thereof to the related Repurchasing
Mortgage Loan Seller, and such Repurchasing Mortgage Loan Seller shall promptly on demand by the Master Servicer repay (which obligation
shall survive the termination of this Agreement) any portion thereof that the Master Servicer shall have distributed to such Repurchasing
Mortgage Loan Seller, together with interest thereon at such rate, if any, as the Master Servicer may pay to the related Mortgagor or
such other person or entity with respect thereto.


(e)              
Subject to this Agreement (including, without limitation, the consent and consultation rights of the Directing Certificateholder
and any consultation rights of the Operating Advisor), the Master Servicer or the Special Servicer, as applicable, on behalf of the holders
of any of the Repurchased Notes, shall have the exclusive right and obligation to (i) administer, service and make all decisions and determinations
regarding the related Joint Mortgage Loan and (ii) enforce the applicable Mortgage Loan documents as provided hereunder. Without limiting
the generality of the preceding sentence, the Master Servicer or the Special Servicer, as applicable, may agree to any modification, waiver
or amendment of any term of, forgive interest on and principal of, capitalize interest on, permit the release, addition or substitution
of collateral securing, and/or permit the release of the related Mortgagor on or any guarantor of any Joint Mortgage Loan it is required
to service and administer as contemplated by this Section 3.34, without the consent of the related Repurchasing Mortgage Loan Seller,
subject, however, to the terms of this Agreement as they pertain to a Serviced Pari Passu Companion Loan.


(f)               
In taking or refraining from taking any action permitted hereunder, the Master Servicer and the Special Servicer shall each be
subject to the same degree of care with




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respect to the administration and servicing
of the Joint Mortgage Loans to which this Section 3.34 applies as is consistent with this Agreement and shall be liable to
any Repurchasing Mortgage Loan Seller only to the same extent as set forth herein with respect to any holder of a Serviced Pari Passu
Companion Loan.


(g)              
If the Trustee, the Master Servicer or the Special Servicer has made a Servicing Advance with respect to any Repurchased Note which
would otherwise be reimbursable to such advancing party under this Agreement, and such Advance is determined to be a Nonrecoverable Advance,
the applicable Repurchasing Mortgage Loan Seller shall reimburse the Trust in an amount equal to such Repurchasing Mortgage Loan Seller’s
Mortgage Loan Seller Percentage Interest of such Nonrecoverable Advance with interest thereon. Notwithstanding the foregoing, the applicable
Repurchasing Mortgage Loan Seller shall not be obligated to reimburse the Trustee, the Master Servicer or the Special Servicer (and amounts
due to the applicable Repurchasing Mortgage Loan Seller shall not be offset) for Advances or interest thereon or any amounts related to
any Mortgage Loans or any other Joint Mortgage Loan other than such amounts relating to the applicable Repurchased Note. To the extent
that the applicable Repurchasing Mortgage Loan Seller reimburses any such Nonrecoverable Advances and such amounts are subsequently recovered,
the applicable Repurchasing Mortgage Loan Seller shall receive a reimbursement from such recovery based on its Mortgage Loan Seller Percentage
Interest of such recovery. This reimbursement right shall not limit the Trustee’s, the Master Servicer’s or the Special Servicer’s
rights to reimbursement under this Agreement. Notwithstanding anything to the contrary contained herein, the total liability of each Repurchasing
Mortgage Loan Seller shall not exceed an amount equal to its Mortgage Loan Seller Percentage Interest of the amount to be reimbursed.


(h)              
Each Repurchasing Mortgage Loan Seller shall have the right to assign the related Repurchased Note; provided that the assignee
of the related Repurchased Note shall agree in writing to be bound by the terms of this Agreement.


(i)                
The Master Servicer and the Special Servicer shall, in connection with their servicing and administrative duties under this Agreement,
exercise efforts consistent with the Servicing Standard to execute and deliver, on behalf of each Repurchasing Mortgage Loan Seller as
a holder of a pari passu interest in the applicable Joint Mortgage Loan, any and all financing statements, continuation statements and
other documents and instruments necessary to maintain the lien created by any Mortgage or other security document related to the applicable
Joint Mortgage Loan on the related Mortgaged Property and related collateral, any and all modifications, waivers, amendments or consents
to or with respect to the related Joint Mortgage Loan documents, and any and all instruments of satisfaction or cancellation, or of full
release or discharge, and all other comparable instruments with respect to the related Repurchased Note or related Repurchased Notes and
the related Mortgaged Property all in accordance with, and subject to, the terms of this Agreement. Each Repurchasing Mortgage Loan Seller
agrees to furnish, or cause to be furnished, to the Master Servicer and the Special Servicer any powers of attorney or other documents
necessary or appropriate to enable the Master Servicer or the Special Servicer, as the case may be, to carry out its servicing and administrative
duties under this Agreement related to the applicable Joint Mortgage Loan; provided that such Repurchasing Mortgage Loan Seller shall
not be liable, and shall be indemnified by the Master Servicer or the Special Servicer, as applicable, for any negligence with respect
to, or misuse of, any such power




    	 	-334-	 



    



    

of attorney by the Master Servicer or the Special
Servicer, as the case may be; and further provided that the Master Servicer or the Special Servicer, without the written consent of the
applicable Repurchasing Mortgage Loan Seller, shall not initiate any action in the name of such Repurchasing Mortgage Loan Seller without
indicating its representative capacity or take any action with the intent to cause and that actually causes, such Repurchasing Mortgage
Loan Seller to be registered to do business in any state.


(j)                
Pursuant to the related Mortgage Loan Purchase Agreement, the applicable Repurchasing Mortgage Loan Seller is required to deliver
to the Master Servicer or the Special Servicer, as applicable, the Mortgage Loan documents related to the applicable Repurchased Note,
any requests for release and any court pleadings, requests for trustee’s sale or other documents necessary to the foreclosure or
trustee’s sale in respect of the related Mortgaged Property or to any legal action or to enforce any other remedies or rights provided
by the Mortgage Note(s) or the Mortgage(s) or otherwise available at law or equity with respect to the related Repurchased Note.


Section 3.35       
Trust Subordinate Companion Loan.


(a)  With respect
to the Trust Subordinate Companion Loan, references to actions being taken for the benefit of the Trust Subordinate Companion Loan or
in the best interests of the holders of the Loan-Specific Certificates in this Agreement shall be deemed to be taken (and subject to the
same considerations) also for the benefit of, or to be taken in the best interests of, the Holders of such Loan-Specific Certificates,
as beneficial owners of the Trust Subordinate Companion Loan.


(b)              
Any notices, reports or other information related to the Trust Subordinate Companion Loan required to be delivered by a party under
this Agreement or the related Intercreditor Agreement to the holders of the Loan-Specific Certificates or the holders of the Trust Subordinate
Companion Loan shall be delivered (in lieu of delivery to such holders) to the related Park West Village Directing Holder by such party
within the same time periods as such notices, reports or other information are required to be delivered to the holder of the Trust Subordinate
Companion Loan.


(c)              
Any consents required to be obtained from the holder of the Trust Subordinate Companion Loan under this Agreement or the related
Intercreditor Agreement or any obligation under this Agreement or the related Intercreditor Agreement of the Master Servicer or the Special
Servicer or other party to this Agreement to consult with or obtain the consent of or follow the direction of the holder of such Trust
Subordinate Companion Loan shall instead be deemed to require such Person to consult with, obtain the consent of or follow the direction
of the related Park West Village Directing Holder.


(d)              
With respect to the Park West Village Whole Loan, subject to the foregoing and applicable REMIC Provisions, the Park West Village
Directing Holder may direct the Master Servicer or the Special Servicer, on behalf of the Trustee and the holders of the Loan-Specific
Certificates to implement the holder of such Trust Subordinate Companion Loan’s exercise of any rights, to the extent that each
such holder is entitled to such rights under the related Intercreditor Agreement.




    	 	-335-	 



    



    

(e)              
 Prior to the Special Servicer obtaining the consent of, or consulting with any Park West Village Directing Holder to the
extent provided for under the related Intercreditor Agreement, the Park West Village Directing Holder shall have delivered to the Special
Servicer an officer’s certificate substantially in the form of Exhibit P-1G to the Special Servicer (with a copy to the Master
Servicer), as applicable, stating such party is not a Borrower Party.


(f)               
Subject to Section 3.01(p), at any time the Park West Village
Mortgage Loan is not part of the Trust, the Master Servicer or Special Servicer shall have no obligation to service such Mortgage Loan
and shall solely service the Trust Subordinate Companion Loan until the Trust Subordinate Companion Loan is removed from the Trust pursuant
to Section 3.33(g) and shall have no obligation to make any P&I
Advance with respect to the Trust Subordinate Companion Loan, the related Mortgage Loan or the related AB Whole Loan.


(g)              
Within two (2) Business Days following the removal of the Park West Village Mortgage Loan from the Trust as a result of a repurchase
of such Mortgage Loan by BMO, the Special Servicer shall provide written notice (an “Exchange Election Notice”) to
the Certificate Administrator who shall upon receipt thereof notify the related Park West Village Directing Holder and the Holders of
the Loan-Specific Certificates (by posting such Exchange Election Notice to the Certificate Administrator’s Website) that the Holders
of all of the Loan-Specific Certificates may unanimously elect to exchange their Certificates for the related Trust Subordinate Companion
Loan (an “Exchange”) by delivery of written notice (an “Acceptance Notice”) to the Depositor, Master
Servicer, Special Servicer, Certificate Administrator and Trustee within five Business Days of receipt of the Exchange Election Notice.
In the event an Acceptance Notice is not delivered within such five Business Days, the Special Servicer shall use commercially reasonable
efforts to sell such Trust Subordinate Companion Loan in accordance with Section 3.16, for the fair value of such asset. The
Holders of such class of Certificates shall pay (from their own funds and not from amounts allocable from any portion of the Trust to
such Class of Certificates) all costs and expenses of the Master Servicer, the Special Servicer, the Certificate Administrator and Trustee
incurred in connection with the Exchange. The Exchange shall be subject to the reasonable procedures established by the Master Servicer,
Special Servicer, Trustee and Certificate Registrar in connection with the Exchange.


Section 3.36       
Park West Village Loan-Specific Controlling Class Representative and Park West Village Directing Holder. (a)  The
Certificateholder(s) holding more than fifty percent (50%) of the Certificate Balance of the Park West Village Loan-Specific Controlling
Class, shall have the right to appoint and replace (for any reason) the Park West Village Loan-Specific Controlling Class Representative.


(b)              
The Park West Village Directing Holder shall not have any liability to the Holders of the Loan-Specific Certificates or any other
Certificateholders for any action taken, or for refraining from the taking of any action or the giving of any consent or failure to give
any consent in good faith pursuant to this Agreement or errors in judgment. By its acceptance of a Loan-Specific Certificate or other
Certificate, each holder of a Loan-Specific Certificate or other Certificate will be deemed to have confirmed its agreement that the Park
West Village Directing Holder may take or refrain from taking actions, or give or refrain from giving any consents, that favor the interests
of the appointing Certificateholder(s) over any other holder of such Class of Certificates or other Certificate, and that such Park West
Village Directing Holder may have




    	 	-336-	 



    



    

special relationships and interests that conflict
with the interests of other Holders of such Class of Certificates or any other Certificates, will be deemed to have agreed to take no
action against such Park West Village Directing Holder or any of its officers, directors, employees, principals or agents as a result
of such special relationships or interests, and that no Park West Village Directing Holder will be deemed to have been grossly negligent
or reckless, or to have acted in bad faith or engaged in willful misconduct or to have recklessly disregarded any exercise of its rights
by reason of its having acted or refrained from acting, or having given any consent or having failed to give any consent, solely in the
interests of the Holders of the Loan-Specific Certificates.


(c)              
Each Holder of a Loan-Specific Certificate is hereby deemed to have agreed by virtue of its purchase of such a Certificate to provide
its name and address to the Certificate Administrator and to notify the Master Servicer, the Certificate Administrator, the Special Servicer
and the Operating Advisor of the transfer of any such Certificate, the selection of a Park West Village Directing Holder or the resignation
or removal thereof, by delivering a notice to each such Person substantially in the form of Exhibit MM, attached hereto (which notice
shall include the contact information of the selected Park West Village Directing Holder, if applicable).


Section 3.37       
Park West Village Excess Collections Reserve Account. In the event that as a result of any workout of the Park West Village
Mortgage Loan in accordance with the terms of the Park West Village Intercreditor Agreement and this Agreement (including the Servicing
Standard), the related Mortgagor is required to pay any additional amounts (other than customary fees and expenses payable to the Master
Servicer or the Special Servicer and other than any amounts earmarked for reserves to be replenished or created in connection with such
workout) in excess of the amount of interest, principal and other amounts that were payable on such date under the original terms of the
Park West Village Mortgage Loan agreement (without giving effect to such workout), the Master Servicer shall deposit such additional amounts
collected from the Mortgagor into the Park West Village Excess Collections Reserve Account and shall disburse such amounts in accordance
with the related Intercreditor Agreement. With respect to any consent of the related noteholders required pursuant to Section 11(b)
of the related Intercreditor Agreement, consent with respect to: (i) the related Mortgage Loan will be exercised by the Special Servicer,
subject to any consultation or consent rights of the Directing Certificateholder appointed pursuant to clause (C) of the definition of
“Directing Certificateholder” in accordance with the procedures set forth in Section 6.08; (ii) the Trust Subordinate
Companion Loan will be exercised by the Special Servicer, subject to any consultation or consent rights of the Park West Village Loan-Specific
Controlling Class Representative in accordance with the procedures set forth in Section 6.08; and (iii) any Serviced Pari Passu
Companion Loan will be exercised by the related Noteholder or as set forth in the related Other Pooling and Servicing Agreement or the
related Intercreditor Agreement.


[End of Article III]






    	 	-337-	 



    



    

Article IV




DISTRIBUTIONS TO CERTIFICATEHOLDERS


Section 4.01       
Distributions. (a) On each Distribution Date, to the extent of the Pooled Available Funds for such Distribution Date, the
Certificate Administrator shall be deemed to transfer the Lower-Tier Distribution Amount from the Lower-Tier REMIC Distribution
Account to the Upper-Tier REMIC Distribution Account in the amounts and priorities set forth in Section 4.01(c) with respect
to each Class of Lower-Tier Regular Interests, and immediately thereafter, shall make distributions thereof from the Upper-Tier
REMIC Distribution Account in the following order of priority, satisfying in full, to the extent required and possible, each priority
before making any distribution with respect to any succeeding priority:


(i)               
first, to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the
Class A-4 Certificates, the Class A-5, Certificates, the Class A-SB Certificates, the Class X-A Certificates, the Class X-B
Certificates, the Class X-D Certificates and the Class X-F Certificates, pro rata (based upon their respective entitlements to
interest for such Distribution Date), in respect of interest, up to an amount equal to the aggregate Interest Distribution Amount of such
Classes of Certificates for such Distribution Date;


(ii)              
second, to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates,
the Class A-4 Certificates, Class A-5 Certificates and the Class A-SB Certificates in reduction of their Certificate Balances: (I) prior
to the Cross-Over Date (1) first, to the Holders of the Class A-SB Certificates, in an amount up to the Pooled Principal
Distribution Amount, until the outstanding Certificate Balance of the Class A-SB Certificates is reduced to the Class A-SB Planned
Principal Balance for such Distribution Date; (2) second, to the Holders of the Class A-1 Certificates, in an amount
up to the Pooled Principal Distribution Amount (or the portion thereof remaining after any distributions specified in subclause (1)
above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-1 Certificates is reduced
to zero; (3) third, to the Holders of the Class A-2 Certificates in an amount up to the Pooled Principal Distribution
Amount (or the portion thereof remaining after any distributions specified in subclauses (1) and (2) above have been made
on such Distribution Date), until the outstanding Certificate Balance of the Class A-2 Certificates is reduced to zero; (4) fourth,
to the Holders of the Class A-3 Certificates in an amount up to the Pooled Principal Distribution Amount (or the portion thereof
remaining after any distributions specified in subclauses (1), (2) and (3) above have been made on such Distribution
Date), until the outstanding Certificate Balance of the Class A-3 Certificates is reduced to zero; (5) fifth, to the
Holders of the Class A-4 Certificates, in an amount up to the Pooled Principal Distribution Amount (or the portion thereof remaining
after any distributions specified in subclauses (1), (2), (3) and (4) above have been made on such Distribution
Date), until the outstanding Certificate Balance of the Class A-4 Certificates is reduced to zero; (6) sixth, to the Holders
of the Class A-5 Certificates, in an amount up to the Pooled Principal Distribution Amount (or the portion thereof remaining after
any distributions specified in subclauses (1), (2), (3), (4) and (5) above have been made on




    	 	-338-	 



    



    

such Distribution Date), until the outstanding
Certificate Balance of the Class A-5 Certificates is reduced to zero; and (7) seventh, to the Holders of the Class A-SB
Certificates, in an amount up to the Pooled Principal Distribution Amount (or the portion thereof remaining after any distributions specified
in subclauses (1), (2), (3), (4), (5) and (6) above have been made on such Distribution Date),
until the outstanding Certificate Balance of the Class A-SB Certificates is reduced to zero and (II) on or after the Cross-Over
Date, to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates, pro rata (based
on their respective Certificate Balances) in an amount equal to the Pooled Principal Distribution Amount for such Distribution Date, until
the Certificate Balance of each of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates
is reduced to zero;


(iii)                           third, to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates,
the Class A-4 Certificates, Class A-5 Certificates and the Class A-SB Certificates, first, (i) up to an amount equal to, and
pro rata (in accordance with the aggregate unreimbursed Pooled Certificate Realized Losses previously allocated to each such Class),
then, (ii) in an amount equal to all accrued and unpaid interest on the amount set forth in clause (i) at the Pass-Through Rate
for such Class compounded monthly from the date the related Realized Loss was allocated to such Class until the date such Pooled Certificate
Realized Loss is reimbursed;


(iv)                      
fourth, to the Holders of the Class A-S Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount of such Class of Certificates for such Distribution Date;


(v)                          
fifth, after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB
Certificates have been reduced to zero, to the Holders of the Class A-S Certificates, in reduction of the Certificate Balance thereof,
up to an amount equal to the Pooled Principal Distribution Amount (or the portion thereof remaining after any distributions in respect
of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB Certificates on such Distribution Date), until
the outstanding Certificate Balance of the Class A-S Certificates is reduced to zero;


(vi)                       
sixth, to the Holders of the Class A-S Certificates, first, (i) up to an amount equal to the aggregate unreimbursed
Pooled Certificate Realized Losses previously allocated to such Class, then, (ii) in an amount equal to all accrued and unpaid
interest on the amount set forth in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related Pooled
Certificate Realized Loss was allocated to such Class until the date such Pooled Certificate Realized Loss is reimbursed;


(vii)                    
seventh, to the Holders of the Class B Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount of such Class of Certificates for such Distribution Date;


(viii)                 
eighth, after the Certificate Balances of the Class A Certificates have been reduced to zero, to the Holders of the
Class B Certificates, in reduction of the Certificate




    	 	-339-	 



    



    

Balance thereof, up to an amount equal
to the Pooled Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A Certificates
on such Distribution Date), until the outstanding Certificate Balance of the Class B Certificates is reduced to zero;


(ix)                        
ninth, to the Holders of the Class B Certificates, first, (i) up to an amount equal to the aggregate unreimbursed
Pooled Certificate Realized Losses previously allocated to such Class, then, (ii) in an amount equal to all accrued and unpaid
interest on the amount set forth in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related Pooled
Certificate Realized Loss was allocated to such Class until the date such Pooled Certificate Realized Loss is reimbursed;


(x)                
tenth, to the Holders of the Class C Certificates, in respect of interest, up to an amount equal to the Interest Distribution
Amount of such Class of Certificates for such Distribution Date;


(xi)                       
eleventh, after the Certificate Balances of the Class A Certificates and the Class B Certificates have been reduced
to zero, to the Holders of the Class C Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the
Pooled Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A Certificates
and Class B Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class C Certificates is
reduced to zero;


(xii)                      
twelfth, to the Holders of the Class C Certificates, first, (i) up to an amount equal to the aggregate unreimbursed
Pooled Certificate Realized Losses previously allocated to such Class, then, (ii) in an amount equal to all accrued and unpaid
interest on the amount set forth in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related Pooled
Certificate Realized Loss was allocated to such Class until the date such Pooled Certificate Realized Loss is reimbursed;


(xiii)                  
thirteenth, to the Holders of the Class D Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount of such Class of Certificates for such Distribution Date;


(xiv)                
fourteenth, after the Certificate Balances of the Class A Certificates, Class B Certificates and Class C
Certificates have been reduced to zero, to the Holders of the Class D Certificates, in reduction of the Certificate Balances thereof,
up to an amount equal to the Pooled Principal Distribution Amount (or the portion thereof remaining after any distributions in respect
of the Class A Certificates, Class B Certificates and Class C Certificates on such Distribution Date), until the outstanding
Certificate Balance of the Class D Certificates is reduced to zero;


(xv)                      
fifteenth, to the Holders of the Class D Certificates, first, (i) up to an amount equal to the aggregate unreimbursed
Pooled Certificate Realized Losses previously allocated to such Class, then, (ii) in an amount equal to all accrued and unpaid
interest on the amount set forth in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related Pooled
Certificate Realized Loss was




    	 	-340-	 



    



    

allocated to such Class until the date
such Pooled Certificate Realized Loss is reimbursed;


(xvi)                  
sixteenth, to the Holders of the Class E Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount of such Class of Certificates for such Distribution Date;


(xvii)                 seventeenth, after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates
and Class D Certificates have been reduced to zero, to the Holders of the Class E Certificates, in reduction of the Certificate Balances
thereof, up to an amount equal to the Pooled Principal Distribution Amount (or the portion thereof remaining after any distributions in
respect of the Class A Certificates, Class B Certificates, Class C Certificates and Class D Certificates on such Distribution
Date), until the outstanding Certificate Balance of the Class E Certificates is reduced to zero;


(xviii)              eighteenth, to the Holders of the Class E Certificates, first, (i) up to an amount equal to the aggregate unreimbursed
Pooled Certificate Realized Losses previously allocated to such Class, then, (ii) in an amount equal to all accrued and unpaid
interest on the amount set forth in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related Pooled
Certificate Realized Loss was allocated to such Class until the date such Pooled Certificate Realized Loss is reimbursed;


(xix)                     
nineteenth, to the Holders of the Class F Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount of such Class of Certificates for such Distribution Date;


(xx)                      
twentieth, after the Certificate Balances of the Class A Certificates, the Class B Certificates, the Class C
Certificates, the Class D Certificates and the Class E Certificates have been reduced to zero, to the Holders of the Class F
Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Pooled Principal Distribution Amount (or the
portion thereof remaining after any distributions in respect of the Class A Certificates, Class B Certificates, Class C
Certificates, Class D Certificates and Class E Certificates on such Distribution Date), until the outstanding Certificate Balance
of the Class F Certificates is reduced to zero;


(xxi)                        twenty-first, to the Holders of the Class F Certificates, first, (i) up to an amount equal to the aggregate
unreimbursed Pooled Certificate Realized Losses previously allocated to such Class, then, (ii) in an amount equal to all accrued
and unpaid interest on the amount set forth in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the
related Pooled Certificate Realized Loss was allocated to such Class until the date such Pooled Certificate Realized Loss is reimbursed;




    	 	-341-	 



    



    

(xxii)                 twenty-second, to the Holders of the Class G-RR Certificates, in respect of interest, up to an amount equal to the
Interest Distribution Amount of such Class of Certificates for such Distribution Date;


(xxiii)             
twenty-third, after the Certificate Balances of the Class A Certificates, the Class B Certificates, the Class C
Certificates, the Class D Certificates, the Class E Certificates and the Class F Certificates have been reduced to zero,
to the Holders of the Class G-RR Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Pooled
Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A Certificates, Class B
Certificates, Class C Certificates, Class D Certificates, Class E Certificates and Class F Certificates on such Distribution
Date), until the outstanding Certificate Balance of the Class G-RR Certificates is reduced to zero;


(xxiv)             
twenty-fourth, to the Holders of the Class G-RR Certificates, first, (i) up to an amount equal to the aggregate
unreimbursed Pooled Certificate Realized Losses previously allocated to such Class, then, (ii) in an amount equal to all accrued
and unpaid interest on the amount set forth in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the
related Pooled Certificate Realized Loss was allocated to such Class until the date such Pooled Certificate Realized Loss is reimbursed;


(xxv)               
twenty-fifth, to the Holders of the Class H-RR Certificates in respect of interest, up to an amount equal to the Interest
Distribution Amount of such Class of Certificates for such Distribution Date;


(xxvi)                 twenty-sixth, after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C
Certificates, Class D Certificates, Class E Certificates, Class F Certificates and Class G-RR Certificates have been
reduced to zero, to the Holders of the Class H-RR Certificates, in reduction of the Certificate Balance thereof, up to an amount equal
to the Pooled Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A Certificates,
Class B Certificates, Class C Certificates, Class D Certificates, Class E Certificates, Class F Certificates
and Class G-RR Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class H-RR Certificates
is reduced to zero;


(xxvii)           
twenty-seventh, to the Holders of the Class H-RR Certificates, first, (i) up to an amount equal to the aggregate
unreimbursed Pooled Certificate Realized Losses previously allocated to such Class, then, (ii) in an amount equal to all accrued
and unpaid interest on the amount set forth in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the
related Pooled Certificate Realized Loss was allocated to such Class until the date such Pooled Certificate Realized Loss is reimbursed;
and


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




    	 	-342-	 



    



    

If, in connection with any
Distribution Date, the Certificate Administrator has reported the amount of an anticipated distribution to DTC based on the receipt of
payments as of the Determination Date and additional Periodic Payments, balloon payments or unscheduled principal payments are subsequently
received by the Master Servicer and required to be part of the Pooled Available Funds or the Park West Village Available Funds for such
Distribution Date, the Master Servicer shall promptly notify the Certificate Administrator and the Certificate Administrator will use
commercially reasonable efforts to cause DTC to make the revised distribution on a timely basis on such Distribution Date. None of the
Master Servicer, the Special Servicer or the Certificate Administrator shall be liable or held responsible for any resulting delay in
the making of such distribution to Certificateholders solely on the basis of the actions described in the preceding sentence.


(b)                            On each Distribution Date, to the extent of the Park West Village Available Funds for such Distribution Date, the Certificate Administrator
shall be deemed to transfer the Trust Subordinate Companion Loan REMIC Distribution Amount from the Trust Subordinate Companion Loan REMIC
Distribution Account to the Upper-Tier REMIC Distribution Account in the amounts and priorities set forth in Section 4.01(c)
with respect to each Class of Trust Subordinate Companion Loan REMIC Regular Interests, and immediately thereafter, shall make distributions
thereof from the Upper-Tier REMIC Distribution Account in the following order of priority, satisfying in full, to the extent required
and possible, each priority before making any distribution with respect to any succeeding priority:


(i)                             
 first, to the Holders of the Class PWV-A Certificates, in respect of interest, up to an amount equal to the Park West
Village Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;


(ii)                         
second, to the Holders of the Class PWV-A Certificates, in reduction of the Certificate Balance thereof, up to an amount
equal to the Park West Village Principal Distribution Amount, until the outstanding Certificate Balance of the Class PWV-A Certificates
is reduced to zero;


(iii)                            third, to the Holders of the Class PWV-A Certificates, first, (i) up to an amount equal to the unreimbursed Park West
Village Realized Losses previously allocated to such Class, and then, (ii) up to an amount equal to all accrued and unpaid interest on
the amount set forth in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related Park West Village
Realized Loss was allocated to such Class until the date such Park West Village Realized Loss is reimbursed;


(iv)                        
fourth, to the Holders of the Class PWV-B Certificates, in respect of interest, up to an amount equal to the Park West
Village Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;


(v)                          
fifth, after the Certificate Balance of the Class PWV-A Certificates has been reduced to zero, to the Holders of the
Class PWV-B Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Park West Village Principal
Distribution Amount (or the portion thereof remaining after any distributions in respect of




    	 	-343-	 



    



    

the Class PWV-A Certificates on
such Distribution Date), until the outstanding Certificate Balance of the Class PWV-B Certificates is reduced to zero;


(vi)                          sixth, to the Holders of the Class PWV-B Certificates, first, (i) up to an amount equal to the unreimbursed Park West
Village Realized Losses previously allocated to such Class, and then, (ii) up to an amount equal to all accrued and unpaid interest on
the amount set forth in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related Park West Village
Realized Loss was allocated to such Class until the date such Park West Village Realized Loss is reimbursed;


(vii)                  
seventh, to the Holders of the Class PWV-RR Certificates, in respect of interest, up to an amount equal to the Park
West Village Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;


(viii)                   eighth, after the Certificate Balances of the Class PWV-A and Class PWV-B Certificates have been reduced to zero, to
the Holders of the Class PWV-RR Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Park
West Village Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class PWV-A
and Class PWV-B Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class PWV-RR Certificates
is reduced to zero;


(ix)                       
ninth, to the Holders of the Class PWV-RR Certificates, first, (i) up to an amount equal to the unreimbursed Park West
Village Realized Losses previously allocated to such Class, and then, (ii) up to an amount equal to all accrued and unpaid interest on
the amount set forth in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related Park West Village
Realized Loss was allocated to such Class until the date such Park West Village Realized Loss is reimbursed; and


(x)                           
tenth, to the Holders of the Class R Certificates in respect of the Class UR Interest, the amount, if any, of the Park
West Village Available Funds remaining in the Upper-Tier REMIC Distribution Account with respect to such Distribution Date.


(c)                             On each Distribution Date, each Lower-Tier Regular Interest shall be deemed to receive distributions in respect of principal or
reimbursement of Pooled Certificate Realized Loss in an amount equal to the amount of principal or reimbursement of Pooled Certificate
Realized Loss actually distributable to the Holders of the respective Related Certificates as provided in Section 4.01(a),
Section 4.01(d), Section 4.01(h) and Section 4.01(m) such that at all times the Lower-Tier Principal
Amount of each Class of Lower-Tier Regular Interests is equal to the Certificate Balance of the Class of Related Certificates. On each
Distribution Date, each Lower-Tier Regular Interest shall be deemed to receive distributions in respect of interest in an amount equal
to the Interest Distribution Amount in respect of its Related Certificates plus a pro rata portion of the Interest Distribution
Amount in respect of (i) in the case of the Class LA1, Class LA2, Class LA3, Class LA4, Class LA5 and Class LASB Uncertificated
Interests, the Class X-A Certificates, (ii) in the case of the Class LAS, Class LB




    	 	-344-	 



    



    

and Class LC Uncertificated Interests, the
Class X-B Certificates, (iii) in the case of the Class LD and Class LE Uncertificated Interests, the Class X-D Certificates,
and (iv) in the case of the Class LF Uncertificated Interests, the Class X-F Certificates, in each case, computed based on an interest
rate equal to the excess of the Pooled Weighted Average Net Mortgage Rate over the Pass-Through Rate of the Related Certificates and
a notional amount equal to its related Lower-Tier Principal Amount, in each case to the extent actually distributable thereon as provided
in Section 4.01(a). Amounts distributable pursuant to this paragraph are referred to herein collectively as the “Lower-Tier
Distribution Amount”, and shall be made by the Certificate Administrator by deeming such Lower-Tier Distribution Amount
to be withdrawn from the Lower-Tier REMIC Distribution Account to be deposited in the Upper-Tier REMIC Distribution Account.


As of any date, the principal
balance of each Lower-Tier Regular Interest shall equal the Certificate Balance of the Related Certificates with respect thereto, as adjusted
for the allocation of Realized Losses, as provided in Sections 4.04(b) and 4.04(c). The initial principal balance of
each Lower-Tier Regular Interest shall equal the respective Original Lower-Tier Principal Amount. The pass-through rate with respect
to each Lower-Tier Regular Interest shall be the rate per annum set forth in the Preliminary Statement hereto.


Any amount that remains in
the Lower-Tier REMIC Distribution Account on each Distribution Date after distribution of the Lower-Tier Distribution Amount and
distribution of Prepayment Premiums and Yield Maintenance Charges pursuant to Section 4.01(i)(iii) shall be distributed to
the Holders of the Class R Certificates in respect of the Class LR Interest (but only to the extent of the Pooled Available
Funds for such Distribution Date remaining in the Lower-Tier REMIC Distribution Account, if any).


On each Distribution Date,
the Trust Subordinate Companion Loan REMIC Regular Interests shall be deemed to receive distributions in respect of principal or reimbursement
of Park West Village Realized Loss in an amount equal to the amount of principal or reimbursement of Park West Village Realized Loss actually
distributable to the Holders of the respective Related Certificates as provided in Section 4.01(b) and Section 4.01(i)
such that at all times the Lower-Tier Principal Amount of each Class of Trust Subordinate Companion Loan REMIC Regular Interests is equal
to the Certificate Balance of the Class of Related Certificates. On each Distribution Date, the Trust Subordinate Companion Loan REMIC
Regular Interests shall be deemed to receive distributions in respect of interest in an amount equal to the Park West Village Interest
Distribution Amount in respect of its Related Certificates, computed based on an interest rate equal to the excess of the Net Mortgage
Rate of the Trust Subordinate Companion Loan over the Pass-Through Rate of the Related Certificates and a notional amount equal to its
related Lower-Tier Principal Amount, in each case to the extent actually distributable thereon as provided in this Section 4.01(c).
Amounts distributable pursuant to this paragraph are referred to herein collectively as the “Trust Subordinate Companion Loan
REMIC Distribution Amounts” and shall be made by the Certificate Administrator by deeming such Trust Subordinate Companion Loan
REMIC Distribution Amount to be withdrawn from the Trust Subordinate Companion Loan REMIC Distribution Account to be deposited in the
Upper-Tier REMIC Distribution Account.




    	 	-345-	 



    



    

As of any date, the principal
balance of each Trust Subordinate Companion Loan REMIC Regular Interest shall equal the Certificate Balance of the Related Certificates
with respect thereto, as adjusted for the allocation of Park West Village Realized Losses, as provided in Section 4.04. The
initial principal balance of each Trust Subordinate Companion Loan REMIC Regular Interest shall equal the respective Original Lower-Tier
Principal Amount. The pass-through rate with respect to each Trust Subordinate Companion Loan REMIC Regular Interest shall be the rate
per annum set forth in the Preliminary Statement hereto.


Any amount that remains in
the Trust Subordinate Companion Loan REMIC Distribution Account on each Distribution Date after distribution of the Trust Subordinate
Companion Loan REMIC Distribution Amount, and distribution of Yield Maintenance Charges pursuant to Section 4.01(h) shall
be distributed to Holders of the Class R Certificates in respect of the Class PWV-R Interest (but only to the extent of Park West Village
Available Funds for such Distribution Date remaining in the Trust Subordinate Companion Loan REMIC Distribution Account, if any).


(d)              
So long as the Certificate Balance of any Class of Certificates has been reduced to zero, such Class shall not be entitled to any
further distributions in respect of interest or principal other than reimbursement of Realized Losses (with interest as provided herein)
and other amounts provided for in this Section 4.01.


(e)              
[Reserved.]


(f)               
[Reserved.]


(g)              
While the Certificate Balance of any Class of Certificates is reduced to zero, such Class shall not be entitled to any further
distributions in respect of interest or principal other than reimbursement of Realized Losses with interest and other amounts provided
for in this Section 4.01(f).


(h)              
On each Distribution Date, any Prepayment Premiums and Yield Maintenance Charges collected on the Trust Subordinate Companion Loan
during the related Collection Period shall be distributed by the Certificate Administrator as follows to the Holders of the Class PWV-A,
Class PWV-B and Class PWV-RR Certificates in an amount (in each case) equal to the product of (x) a fraction whose numerator is the amount
of principal distributed to the Holders of such Class of Loan-Specific Certificates on such Distribution Date and whose denominator is
the total amount of principal distributed to the Holders of all of the Class PWV-A, Class PWV-B and Class PWV-RR Certificates on such
Distribution Date, and (y) the amount of such Prepayment Premiums and Yield Maintenance Charges so collected on the Trust Subordinate
Companion Loan during such Collection Period.


(i)                
(i) On each Distribution Date, Prepayment Premiums and Yield Maintenance Charges, if any, collected in respect of any Mortgage
Loan or REO Loan during the related Collection Period, in each case net of any Liquidation Fees or Workout Fees payable therefrom, shall
be distributable as follows: (i) to each of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class
A-S, Class B, Class C, Class D and Class E Certificates, the product of (A) such Yield Maintenance Charge or Prepayment Premium,
(B) the




    	 	-346-	 



    



    

related Base Interest Fraction for such Class
of Certificates, and (C) a fraction, the numerator of which is equal to the amount of principal distributed to such Class of Certificates
for that Distribution Date, and the denominator of which is the total amount of principal distributed to all Pooled Principal Balance
Certificates for that Distribution Date, (ii) to the Class X-A Certificates, the excess, if any, of (A) the product of (I) 
such Yield Maintenance Charge or Prepayment Premium and (II) a fraction, the numerator of which is equal to the amount of principal
distributed to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates for that Distribution
Date, and the denominator of which is the total amount of principal distributed to all Pooled Principal Balance Certificates for that
Distribution Date, over (B) the amount of such Yield Maintenance Charge or Prepayment Premium distributed to the Class A-1, Class
A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates as described above, (iii) to the Class X-B Certificates,
the excess, if any, of (A) the product of (I) such Yield Maintenance Charge or Prepayment Premium and (II) a fraction,
the numerator of which is equal to the amount of principal distributed to the Class A-S, Class B and Class C Certificates for that
Distribution Date, and the denominator of which is the total amount of principal distributed to all Pooled Principal Balance Certificates
for that Distribution Date, over (B) the amount of such Yield Maintenance Charge or Prepayment Premium distributed to the Class A-S,
Class B and Class C Certificates as described above and (iv) to the Class X-D Certificates, any remaining portion of such Yield
Maintenance Charge or Prepayment Premium not distributed as described above.


For purposes of the first
paragraph of this Section 4.01(i), the relevant “Base Interest Fraction” with respect to any Principal
Prepayment on any Mortgage Loan that provides for the payment of a Yield Maintenance Charge or Prepayment Premium, and with respect to
any Class of Pooled Principal Balance Certificates, shall be a fraction (A) the numerator of which is the greater of (x) zero
and (y) the difference between (i) the Pass-Through Rate on such Class of Certificates, and (ii) the applicable Discount
Rate and (B) the denominator of which is the difference between (i) the Mortgage Rate on such Mortgage Loan, and (ii) the
applicable Discount Rate. However, (1) under no circumstances shall the Base Interest Fraction be greater than one, (2) if the
applicable Discount Rate is greater than or equal to the Mortgage Rate on such Mortgage Loan, and is greater than or equal to the Pass-Through
Rate on such Class, then the Base Interest Fraction will equal zero and (3) if the applicable Discount Rate is greater than or equal
to the Mortgage Rate on such Mortgage Loan, and is less than the Pass-Through Rate on such Class, then the Base Interest Fraction
will be 1.0.


For purposes of the preceding
paragraph, the relevant “Discount Rate” in connection with any Prepayment Premium or Yield Maintenance Charge collected
on any prepaid Mortgage Loan or REO Loan and distributable on any Distribution Date shall be a rate per annum equal to (i) if
a discount rate was used in the calculation of the applicable Prepayment Premium or Yield Maintenance Charge pursuant to the terms of
the relevant Mortgage Loan or REO Loan, as the case may be, such discount rate (as reported by the applicable Master Servicer), converted
(if necessary) to a monthly equivalent yield, or (ii) if a discount rate was not used in the calculation of the applicable Prepayment
Premium or Yield Maintenance Charge pursuant to the terms of the relevant Mortgage Loan or REO Loan, as the case may be, the yield calculated
by the linear interpolation of the yields (as reported under the heading “U.S. Government Securities/Treasury Constant Maturities”
in Federal Reserve Statistical Release H.15 (519) published by the Federal Reserve Board for the week most recently ended before the




    	 	-347-	 



    



    

date of the relevant prepayment (or deemed
prepayment)) of U.S. Treasury constant maturities with a maturity date, one longer and one shorter, most nearly approximating the related
stated Maturity Date, such interpolated yield converted to a monthly equivalent yield. If Federal Reserve Statistical Release H.15 (519)
is no longer published, the Master Servicer shall select a comparable publication as the source of the applicable yields of U.S. Treasury
constant maturities.


(ii)              
No Yield Maintenance Charges or Prepayment Premium shall be distributed to the Holders of the Class X-F, Class F, Class G-RR, Class
H-RR or Class R Certificates.


(iii)            
All distributions of Yield Maintenance Charges and Prepayment Premiums made pursuant to this Section 4.01(i) shall
first be deemed to be distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Lower-Tier Regular
Interests, pro rata, based upon the amount of principal distributed in respect of each such Class of Lower-Tier Regular Interests
for such Distribution Date pursuant to Section 4.01(c) above.


(j)                
On each Distribution Date, the Certificate Administrator shall withdraw the Pooled Gain-on-Sale Remittance Amount for such Distribution
Date from the Gain-on-Sale Reserve Account (other than amounts with respect to a Non-Serviced Mortgage Loan) and deposit in the
Distribution Account to reimburse the Holders of the Pooled Certificates (in order of distribution priority) (first deeming such amounts
to be distributed with respect to the Related Lower-Tier Regular Interests). Amounts paid from the Gain-on-Sale Reserve Account shall
not reduce the Certificate Balances of the Classes of Certificates receiving such distributions. Any amounts remaining in the Gain-on-Sale
Reserve Account after such distributions shall be applied to offset future Pooled Certificate Realized Losses, as applicable, with respect
to the Principal Balance Certificates and related Pooled Certificate Realized Losses in each case allocable to the Regular Certificates.
Upon termination of the Trust, any amounts remaining in the Gain-on-Sale Reserve Account shall be distributed on the final Distribution
Date to the Holders of the Class R Certificates from the Lower-Tier REMIC in respect of the Class LR Interest.


On each Distribution Date,
the Certificate Administrator shall withdraw the Park West Village Gain-on-Sale Remittance Amount from the Park West Village Gain-on-Sale
Reserve Account and deposit in the Distribution Account to reimburse the Holders of the Loan-Specific Certificates (in order of distribution
priority) (first deeming such amounts to be distributed with respect to the Related Trust Subordinate Companion Loan REMIC Regular Interests).
Amounts paid from the Park West Village Gain-on-Sale Reserve Account will not reduce the Certificate Balances of the Classes of Certificates
receiving such distributions. Any amounts remaining in the Park West Village Gain-on-Sale Reserve Account after such distributions shall
be applied to offset future Park West Village Realized Losses with respect to the Loan-Specific Certificates. Upon termination of the
Trust, any amounts remaining in the Park West Village Gain-on-Sale Reserve Account shall be distributed on the final Distribution Date
to the Holders of the Class R Certificates from the Trust Subordinate Companion Loan REMIC in respect of the Class PWV-R Interest.




    	 	-348-	 



    



    

(k)              
 All distributions made with respect to each Class of Certificates on each Distribution Date shall be allocated pro rata
among the outstanding Certificates in such Class based on their respective Percentage Interests. Except as otherwise specifically provided
in Sections Section 4.01(o), Section 4.01(m) and 9.01, all such distributions with respect to each
Class on each Distribution Date shall be made to the Certificateholders of the respective Class of record at the close of business on
the related Record Date and shall be made by wire transfer of immediately available funds to the account of any such Certificateholder
at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Certificate Administrator
with wiring instructions no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the
form of a standing order applicable to all subsequent Distribution Dates), or otherwise by check mailed to such Certificateholder at its
address in the Certificate Register. The final distribution on each Certificate (determined without regard to any possible future reimbursement
of Realized Losses previously allocated to such Certificate) will be made in like manner, but only upon presentation and surrender of
such Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such
final distribution.


Each distribution with respect
to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall be responsible for crediting
the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures. Each Depository
Participant shall be responsible for disbursing such distribution to the Certificate Owners that it represents and to each indirect participating
brokerage firm (a “brokerage firm” or “indirect participating firm”) for which it acts as agent. Each brokerage
firm shall be responsible for disbursing funds to the Certificate Owners that it represents. None of the Trustee, the Certificate Administrator,
the Certificate Registrar, the Depositor, the Master Servicer, the Special Servicer or the Underwriters shall have any responsibility
therefor except as otherwise provided by this Agreement or applicable law.


(l)                
Except as otherwise provided in Section 9.01, whenever the Certificate Administrator expects that the final distribution
with respect to any Class of Certificates (determined without regard to any possible future reimbursement of any amount of Realized Losses
previously allocated to such Class of Certificates) will be made on the next Distribution Date, the Certificate Administrator shall, no
later than the related P&I Advance Determination Date, post on the Certificate Administrator’s Website pursuant to Section 3.13(b)
a notice in electronic format to the effect that:


(i)               
the Certificate Administrator expects that the final distribution with respect to such Class of Certificates will be made on such
Distribution Date but only upon presentation and surrender of such Certificates at the offices of the Certificate Registrar or such other
location therein specified; and


(ii)              
no interest shall accrue on such Certificates from and after such Distribution Date.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the




    	 	-349-	 



    



    

account or accounts of the appropriate non-tendering
Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 4.01(l) shall not have been
surrendered for cancellation within six (6) months after the time specified in such notice, the Certificate Administrator shall mail a
second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive
the final distribution with respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered
for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering
Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable
laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary
of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue
or be payable to any Certificateholder on any amount held in trust hereunder by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 4.01(l).


(m)            
Distributions in reimbursement of Realized Losses previously allocated to the Regular Certificates shall be made in the amounts
and manner specified in Section 4.01(a) or Section 4.01(f), as applicable, to the Holders of the respective Class
otherwise entitled to distributions of interest and principal on such Class on the relevant Distribution Date; provided that all
distributions in reimbursement of Realized Losses previously allocated to a Class of Certificates which has since been retired shall be
to the prior Holders that surrendered the Certificates of such Class upon retirement thereof and shall be made by check mailed to the
address of each such prior Holder last shown in the Certificate Register. Notice of any such distribution to a prior Holder shall be made
in accordance with Section 13.05 at such last address. The amount of the distribution to each such prior Holder shall be based
upon the aggregate Percentage Interest evidenced by the Certificates surrendered thereby. If the check mailed to any such prior Holder
is returned uncashed, then the amount thereof shall be set aside and held uninvested in trust for the benefit of such prior Holder, and
the Certificate Administrator shall attempt to contact such prior Holder in the manner contemplated by Section 4.01(l) as
if such Holder had failed to surrender its Certificates.


(n)              
[Reserved.]


(o)              
On the Serviced Whole Loan Remittance Date, with respect to any Serviced Companion Loan, the Companion Paying Agent shall make
withdrawals and payments from the Companion Distribution Account for each Companion Loan in the following order of priority:


(i)               
to pay to the Master Servicer any amounts deposited by the Master Servicer in the Companion Distribution Account not required to
be deposited therein;


(ii)              
to the extent permitted under the related Intercreditor Agreement and not otherwise previously reimbursed, to pay the Trustee or
the Certificate Administrator or any of their directors, officers, employees and agents, as the case may be, any amounts payable or reimbursable
to any such Person pursuant to Section 8.05, to the extent any such amounts relate solely to a Serviced Whole Loan related
to such Companion Loan,




    	 	-350-	 



    



    

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


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


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


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


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


Section 4.02       
Distribution Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney. (a)  On
each Distribution Date, the Certificate Administrator shall make available pursuant to Section 3.13(b) on the Certificate
Administrator’s Website to any Privileged Person a statement (substantially in the form set forth as Exhibit G hereto
and based in part upon information supplied to the Certificate Administrator in the related CREFC® Investor Reporting Package
in accordance with CREFC® guidelines) as to the distributions made on such Distribution Date (each, a “Distribution
Date Statement”) which shall include:


(i)                                 the amount of the distribution on such Distribution Date to the Holders of each Class of Certificates in reduction of the Certificate
Balance thereof;


(ii)             
the aggregate amount of Advances made, with respect to the pool of Mortgage Loans and the Trust Subordinate Companion Loan, during
the period from but not including the previous Distribution Date to and including such Distribution Date and details of P&I Advances
as of the P&I Advance Date;


(iii)           
the aggregate amount of compensation paid to the Trustee and the Certificate Administrator, servicing compensation paid to the
Master Servicer and the Special Servicer, compensation paid to the Operating Advisor and the Asset Representations Reviewer and CREFC®
Intellectual Property Royalty License Fees paid to CREFC®, in each case, with respect to the Collection Period for such
Determination




    	 	-351-	 



    



    

Date together with detailed calculations
of servicing compensation paid to the Master Servicer and the Special Servicer;


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


(v)              
the aggregate amount of unscheduled payments received;


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


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


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


(ix)                         
the Pooled Available Funds and the Park West Village Available Funds for such Distribution Date;


(x)              
the Interest Accrual Amount in respect of such Class of Certificates for such Distribution Date, separately identifying any Interest
Accrual Amount for such Distribution Date allocated to such Class of Certificates;


(xi)                       
the amount of the distribution on such Distribution Date to the Holders of such Class of Certificates allocable to Prepayment Premiums
and Yield Maintenance Charges;


(xii)                    
the Pass-Through Rate for such Class of Certificates for such Distribution Date;


(xiii)                
the Pooled Scheduled Principal Distribution Amount, the Pooled Unscheduled Principal Distribution Amount, the Park West Village
Scheduled Principal Distribution Amount and the Park West Village Unscheduled Principal Distribution Amount for such Distribution Date;


(xiv)             
the Certificate Balance or Notional Amount, as the case may be, of each Class of Certificates immediately before and immediately
after such Distribution Date,




    	 	-352-	 



    



    

separately identifying any reduction
therein as a result of the allocation of any Realized Loss on such Distribution Date and the aggregate amount of all reductions as a result
of allocations of Realized Losses in respect of the Principal Balance Certificates to date;


(xv)               
the Certificate Factor for each Class of Certificates (other than the Class R Certificates) immediately following such Distribution
Date;


(xvi)           
the amount of any Cumulative Appraisal Reduction Amounts effected (including, with respect to any Serviced Whole Loan, the amount
allocable to the related Mortgage Loan and Serviced Companion Loan) in connection with such Distribution Date on a loan-by-loan
basis and the total Cumulative Appraisal Reduction Amount effected in connection with such Distribution Date;


(xvii)          
the current Controlling Class;


(xviii)       
the number and related Stated Principal Balance of any Mortgage Loans or Trust Subordinate Companion Loan extended or modified
since the previous Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date) on a loan-by-loan
basis;


(xix)            
a loan-by-loan listing of each Mortgage Loan or Trust Subordinate Companion Loan which was the subject of a Principal Prepayment
since the previous Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date) and the amount and the
type of Principal Prepayment occurring;


(xx)             
a loan-by-loan listing of each Mortgage Loan or Trust Subordinate Companion Loan which was defeased since the previous
Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date);


(xxi)           
all deposits into, withdrawals from, and the balance of the Interest Reserve Account on the P&I Advance Date;


(xxii)          
in the case of the Class R Certificates, the amount of any distributions on such Certificates pursuant to Section 4.01(a),
4.01(c) and 4.01(j);


(xxiii)          
the amount of the distribution on such Distribution Date to the Holders of such Class of Certificates in reimbursement of previously
allocated Realized Loss;


(xxiv)        
the aggregate unpaid principal balance of the Mortgage Loans outstanding as of the close of business on the related Determination
Date, with respect to the pool of Mortgage Loans;


(xxv)        
with respect to any Mortgage Loan or Trust Subordinate Companion Loan as to which a Liquidation Event occurred since the previous
Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date) or prior to the related Determination Date
(other than a payment in full), (A) the loan number thereof, (B) the aggregate of all Liquidation Proceeds and other amounts
received in connection with such Liquidation Event (separately identifying the portion thereof allocable to




    	 	-353-	 



    



    

distributions on the Certificates), and
(C) the amount of any Realized Loss allocated to the Principal Balance Certificates in connection with such Liquidation Event;


(xxvi)        
with respect to any REO Property (including, with respect to any Non-Serviced Whole Loan, the Trust’s interest therein)
included in the Trust as to which the Special Servicer determined, in accordance with the Servicing Standard, that all payments or recoveries
with respect to the Mortgaged Property have been ultimately recovered since the previous Determination Date, (A) the loan number
of the related Mortgage Loan, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection with that determination
(separately identifying the portion thereof allocable to distributions on the Certificates), and (C) the amount of any Realized Loss
allocated to the Principal Balance Certificates in respect of the related REO Loan in connection with that determination;


(xxvii)      
the aggregate amount of interest on P&I Advances paid to the Master Servicer and the Trustee since the previous Determination
Date (or in the case of the first Distribution Date, as of the Cut-off Date), with respect to the pool of Mortgage Loans;


(xxviii)     
[reserved];


(xxix)          
the then-current credit support levels for each Class of Certificates;


(xxx)            
the aggregate amount of Prepayment Premiums and Yield Maintenance Charges on the Mortgage Loans (each separately identified) or
Trust Subordinate Companion Loan collected since the previous Determination Date (or in the case of the first Distribution Date, as of
the Cut-off Date);


(xxxi)          
a loan-by-loan listing of any material modification, extension or waiver of a Mortgage Loan or Trust Subordinate Companion
Loan;


(xxxii)       
a loan-by-loan listing of any material breach of the representations and warranties given with respect to a Mortgage Loan
by the applicable Mortgage Loan Seller;


(xxxiii)       
an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates with respect
to the related Distribution Date, which information will be provided to the Certificate Administrator by the Master Servicer;


(xxxiv)       
[reserved]; and


(xxxv)      
a statement of the identity of the Directing Certificateholder and to the extent that the Directing Certificateholder and any affiliates
thereof primarily operate under an identity other than that of the Directing Certificateholder and the affiliation of such identity with
the Directing Certificateholder is not reasonably evident from the Directing Certificateholder’s name, the identity pursuant to
which the Directing Certificateholder and any affiliates thereof primarily operate.




    	 	-354-	 



    



    

In the case of information
furnished pursuant to clauses (i), (ix), (x), (xi), (xiv) and (xxiii) above, the amounts shall be expressed as a dollar amount
in the aggregate for all Certificates of each applicable Class and per Definitive Certificate.


With respect to the information
identified in clause (xxxv), the Certificate Administrator shall be entitled to rely on the statement set forth in Exhibit P-1G.


The Certificate Administrator
has not obtained and shall not be deemed to have obtained actual knowledge of any information only by virtue of its receipt and posting
of such information to the Certificate Administrator’s Website or its filing of such information pursuant to this Agreement, including,
but not limited to, filing via EDGAR.


Within a reasonable period
of time after the end of each calendar year, the Certificate Administrator shall furnish to each Person who at any time during the calendar
year was a Holder of a Certificate, a statement containing the information set forth in clauses (i) and (x) above as
to the applicable Class, aggregated for such calendar year or applicable portion thereof during which person was a Certificateholder,
together with such other information as the Certificate Administrator deems necessary or desirable, or that a Certificateholder or Certificate
Owner reasonably requests, to enable Certificateholders to prepare their tax returns for such calendar year. Such obligation of the Certificate
Administrator shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the
Certificate Administrator pursuant to any requirements of the Code as from time to time are in force.


Upon receipt of an Asset
Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b), the Certificate
Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D in accordance with Section 11.04
for such period in which such Asset Review Report Summary was delivered, and (ii) post such Asset Review Report Summary to the Certificate
Administrator’s Website not later than two (2) Business Days after receipt of such Asset Review Report Summary from the Asset Representations
Reviewer.


(b)              
[Reserved].


(c)              
Each of the Master Servicer and the Special Servicer may, at its sole cost and expense, make available by electronic media, bulletin
board service or, if applicable, Internet website (in addition to making information available as provided herein) any reports or other
information the Master Servicer or the Special Servicer, as applicable, is required or permitted to provide to any party to this Agreement,
the Rating Agencies or any Certificateholder or any prospective Certificateholder that has provided the Certificate Administrator, the
Master Servicer or the Special Servicer, as applicable, with an Investor Certification or has executed a “click-through”
confidentiality agreement in accordance with Section 3.13 hereof (which may be a licensed or registered investment advisor)
to the extent such action does not conflict with the terms of this Agreement (including without limitation, any requirements to keep Privileged
Information confidential), the terms of the Mortgage Loans or applicable law. Notwithstanding this paragraph, the availability of such
information or reports on the Internet or similar electronic media shall not be deemed to satisfy any specific delivery requirements in
this Agreement except




    	 	-355-	 



    



    

as set forth herein. In connection with providing
access to the Master Servicer’s Internet website, the Master Servicer shall take reasonable measures to ensure that only such parties
listed above may access such information including, without limitation, requiring registration, a confidentiality agreement and acceptance
of a disclaimer. The Master Servicer or the Special Servicer, as applicable, shall not be liable for dissemination of this information
in accordance with this Agreement, and neither the Master Servicer nor the Special Servicer shall be responsible for any information delivered,
produced, or made available pursuant to Sections  3.13 and 4.02(b), other than information produced by the Master Servicer
or Special Servicer, as applicable; provided that such information otherwise meets the requirements set forth herein with respect
to the form and substance of such information or reports. The Master Servicer shall be entitled to attach to any report provided pursuant
to this subsection, any reasonable disclaimer with respect to information provided, or any assumptions required to be made by such report.


The Special Servicer shall
from time to time (and, in any event, as may be reasonably required by the Master Servicer) provide the Master Servicer with such information
in its possession regarding the Specially Serviced Loans and REO Properties as may be necessary for the Master Servicer to prepare each
report and any supplemental information to be provided by the Master Servicer to the Certificate Administrator. None of the Certificate
Administrator, the Trustee or the Depositor shall have any obligation to recompute, verify or recalculate the information provided thereto
by the Master Servicer. Unless the Certificate Administrator has actual knowledge that any report or file received from the Master Servicer
contains erroneous information, the Certificate Administrator is authorized to rely thereon in calculating and making distributions to
Certificateholders in accordance with Section 4.01, preparing the Distribution Date Statement required by Section 4.02(a)
and allocating Realized Losses to the Certificates in accordance with Section 4.04.


Notwithstanding the foregoing,
the failure of the Master Servicer or Special Servicer to disclose any information otherwise required to be disclosed pursuant to this
Section 4.02(c) or Section 4.02(d) shall not constitute a breach of this Section 4.02(c) or of Section 4.02(d)
to the extent the Master Servicer or the Special Servicer so fails because such disclosure, in the reasonable belief of the Master Servicer
or the Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting
disclosure of information with respect to the Mortgage Loans or the Mortgaged Properties. The Master Servicer or the Special Servicer
may affix to any information provided by it any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability
on the part of any other party hereto).


(d)              
Upon the written request of a Certificateholder, any beneficial owner of a Certificate, or any prospective purchaser of a Certificate
that is a Qualified Institutional Buyer and is designated by a Certificateholder or a beneficial owner of a Certificate as such and, in
any case, has delivered an Investor Certification to the Depositor and the Certificate Administrator, as soon as reasonably practicable,
at the expense of the requesting party, the Certificate Administrator shall make available to the requesting party such information that
is in the Certificate Administrator’s possession or can reasonably be obtained by the Certificate Administrator as is requested
by such Person, for purposes of satisfying applicable reporting requirements under Rule 144A under the Securities Act. Neither the
Certificate Registrar, nor the Certificate Administrator shall have any responsibility for the sufficiency under Rule 144A




    	 	-356-	 



    



    

or any other securities laws of any available
information so furnished to any Person including any prospective purchaser of a Certificate or any interest therein, nor for the content
or accuracy of any information so furnished which was prepared or delivered to them by another.


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


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


Section 4.03       
P&I Advances. (a)  On or before 4:00 p.m., New York City time, on each P&I Advance Date, the Master
Servicer shall either (i) remit to the Certificate Administrator for deposit from its own funds into the (A) Lower-Tier REMIC Distribution
Account, an amount equal to the aggregate amount of P&I Advances, if any, with respect to the Mortgage Loans to be made in respect
of the related Distribution Date or (B) Trust Subordinate Companion Loan REMIC Distribution Account, an amount equal to the aggregate
amount of P&I Advances, if any, with respect to the Trust Subordinate Companion Loan to be made in respect of the related Distribution
Date, or, (ii) apply amounts held in the Collection Account, for future distribution to Certificateholders in subsequent months in
discharge of any such obligation




    	 	-357-	 



    



    

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


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


(b)              
Subject to Section 4.03(c) and Section 4.03(e) below, the amount of P&I Advances to be made by the
Master Servicer with respect to any Distribution Date and each Mortgage Loan or Trust Subordinate Companion Loan, shall be equal to: (i) the
Periodic Payments (net of related Servicing Fees and, in the case of any Non-Serviced Mortgage Loan, a fee accruing at the related Non-Serviced
Primary Servicing Fee Rate) other than Balloon Payments, that were due on such Mortgage Loan (including any Non-Serviced Mortgage Loan),
the Trust Subordinate Companion Loan and any REO Loan (including any portion of a REO Loan related to the Trust Subordinate Companion
Loan, but excluding any portion of an REO Loan related to a Companion Loan) during the related Collection Period and delinquent as of
the close of business on the Business Day preceding the related P&I Advance Date (or not advanced by any Sub-Servicer on behalf
of the Master Servicer) and (ii) with respect to each such Mortgage Loan or Trust Subordinate Companion Loan that is delinquent in
respect of its Balloon Payment as of the P&I Advance Date (including any REO Loan (including any portion of a REO Loan related to
the Trust Subordinate Companion Loan, but excluding any portion of an REO




    	 	-358-	 



    



    

Loan related to any other Companion Loan) as
to which the related Balloon Payment would have been past due), an amount equal to its Pooled Assumed Scheduled Payment or Park West Village
Assumed Scheduled Payment, as applicable, therefor. Subject to subsection (c) below, the obligation of the Master Servicer
to make such P&I Advances is mandatory, and with respect to any Mortgage Loan (including any Non-Serviced Mortgage Loan), Trust
Subordinate Companion Loan or REO Loan (including any portion of a REO Loan related to the Trust Subordinate Companion Loan, but excluding
any portion of an REO Loan related to any other Companion Loan), shall continue until the Distribution Date on which the proceeds, if
any, received in connection with a Liquidation Event or the disposition of the REO Property, as the case may be, with respect thereto
are to be distributed. No P&I Advances shall be made with respect to any Companion Loan other than the Trust Subordinate Companion
Loan.


(c)              
Notwithstanding anything herein to the contrary, no P&I Advance shall be required to be made hereunder if such P&I Advance
would, if made, constitute a Nonrecoverable P&I Advance. With respect to each Serviced Mortgage Loan or Trust Subordinate Companion
Loan, if the Master Servicer, Special Servicer or Trustee has determined that a P&I Advance or Servicing Advance with respect to such
Mortgage Loan, would be or has become a Nonrecoverable Advance, the Master Servicer shall provide each Other Servicer and Other Trustee
written notice of such determination within two (2) Business Days of the date of such determination. With respect to each Non-Serviced
Mortgage Loan, the Master Servicer will be required to make its determination (based on information provided by the applicable Non-Serviced
Master Servicer and Non-Serviced Special Servicer) that it has made a P&I Advance on such Non-Serviced Mortgage Loan that is a
Nonrecoverable Advance or that any proposed P&I Advance would, if made, constitute a Nonrecoverable Advance with respect to such Non-Serviced
Mortgage Loan independently of any determination made by the applicable Non-Serviced Master Servicer, the applicable Non-Serviced
Special Servicer or the Non-Serviced Trustee, as the case may be, under the applicable Non-Serviced PSA in respect of the related Non-Serviced
Companion Loan (and if the Special Servicer or the Trustee elects to make and makes such a determination, then it shall make such determination
independently of any such determination by such other Person). If the Master Servicer, the Special Servicer or the Trustee determines
that a proposed P&I Advance with respect to a Non-Serviced Mortgage Loan, if made, or any outstanding P&I Advance with respect
to a Non-Serviced Mortgage Loan previously made, would be, or is, as applicable, a Nonrecoverable Advance, the Master Servicer shall
provide the applicable Non-Serviced Master Servicer and Non-Serviced Special Servicer written notice of such determination within
the time period required by the related Intercreditor Agreement. If the Master Servicer receives written notice from the related Non-Serviced
Master Servicer or the related Non-Serviced Special Servicer, as the case may be, that either has determined in accordance with the
applicable Non-Serviced PSA with respect to a Non-Serviced Companion Loan, that any proposed advance under the applicable Non-Serviced
PSA that is similar to a P&I Advance would be, or any outstanding advance under such Non-Serviced PSA that is similar to a P&I
Advance is, a nonrecoverable advance, then the Master Servicer or the Trustee may, based upon such determination, determine that any P&I
Advance previously made or proposed to be made with respect to the related Non-Serviced Mortgage Loan, will be a Nonrecoverable P&I
Advance. Thereafter, in either case, the Master Servicer and the Trustee shall not be required to make any additional P&I Advances
with respect to the related Non-Serviced Mortgage Loan unless and until the Master Servicer or the Trustee, as the case may be, determines
that any such additional P&I Advances with respect to the related




    	 	-359-	 



    



    

Non-Serviced Mortgage Loan would not be
a Nonrecoverable P&I Advance, which determination may be as a result of consultation with the related Non-Serviced Master Servicer
or the related Non-Serviced Special Servicer, as the case may be, or otherwise. For the avoidance of doubt, the Master Servicer, the
Special Servicer or the Trustee, as the case may be, shall have the sole discretion provided in this Agreement to determine that any future
P&I Advance or outstanding P&I Advance would be, or is, as applicable, a Nonrecoverable Advance.


(d)              
In connection with the recovery of any P&I Advance out of the Collection Account, pursuant to Section 3.05(a),
the Master Servicer shall be entitled to pay the Trustee and itself (in that order of priority) as the case may be, out of any amounts
then on deposit in the Collection Account (but in no event from any funds allocable to a Serviced Companion Noteholder (unless related
thereto), except to the extent permitted pursuant to the terms of the related Intercreditor Agreement), interest at the Reimbursement
Rate in effect from time to time, accrued on the amount of such P&I Advance from the date made to but not including the date of reimbursement;
provided, however, that no interest will accrue on any P&I Advance (i) unless the related Periodic Payment is received
after the related Due Date has passed and any applicable Grace Period has expired or (ii) if the related Periodic Payment is received
after the Determination Date but on or prior to the related P&I Advance Date. The Master Servicer shall reimburse itself and/or the
Trustee, as the case may be, for any outstanding P&I Advance, subject to Section 3.17 of this Agreement, as soon as practicably
possible after funds available for such purpose are deposited in the Collection Account. For the avoidance of doubt, the Master Servicer
shall make P&I Advances on the basis of the original terms of any Mortgage Loan, including Mortgage Loans subject to forbearance agreements
or other temporary deferrals or payment accommodations, unless (a) the terms of the Mortgage Loan have been permanently modified to change
or forgive a monetary obligation or (b) such advance has been determined to be non-recoverable.


(e)              
Notwithstanding the foregoing, (i) neither the Master Servicer nor the Trustee shall make an advance for Yield Maintenance
Charges, Default Interest, late payment charges, Prepayment Premiums, Balloon Payments or any P&I Advance with respect to any Companion
Loan or with respect to any cure payment payable by any AB Whole Loan Controlling Holder and (ii) if an Appraisal Reduction Amount
has been determined with respect to any Mortgage Loan (or, in the case of a Non-Serviced Whole Loan, an Appraisal Reduction Amount has
been determined in accordance with the related Non-Serviced PSA and the Master Servicer has notice of such Appraisal Reduction Amount)
then in the event of subsequent delinquencies thereon, the interest portion of the P&I Advance in respect of such Mortgage Loan or
Trust Subordinate Companion Loan for the related Distribution Date shall be reduced (it being herein acknowledged that there shall be
no reduction in the principal portion of such P&I Advance) to equal the product of (x) the amount of the interest portion of
such P&I Advance for such Mortgage Loan or Trust Subordinate Companion Loan for such Distribution Date without regard to this clause (ii),
and (y) a fraction, expressed as a percentage, the numerator of which is equal to the Stated Principal Balance of such Mortgage Loan
or Trust Subordinate Companion Loan, as applicable, immediately prior to such Distribution Date, net of the related Appraisal Reduction
Amount (or, in the case of a Serviced Whole Loan, the portion of such Appraisal Reduction Amount allocated to the related Mortgage Loan
or Trust Subordinate Companion Loan), if any, and the denominator of which is equal to the Stated Principal Balance of such Mortgage Loan
or Trust Subordinate Companion Loan immediately prior to such Distribution




    	 	-360-	 



    



    

Date. For purposes of the immediately preceding
sentence, (a) the Periodic Payment due on the Maturity Date for a Mortgage Loan that is a Balloon Mortgage Loan will be the Pooled Assumed
Scheduled Payment for the related Distribution Date, and (b) the Periodic Payment due on the Maturity Date for the Trust Subordinate Companion
Loan that is a Balloon Mortgage Loan will be the Park West Village Assumed Scheduled Payment for the related Distribution Date.


(f)               
In no event shall either the Master Servicer or the Trustee be required to make a P&I Advance with respect to any Companion
Loan other than the Trust Subordinate Companion Loan.


Section 4.04       
Allocation of Realized Losses. (a)  On each Distribution Date, immediately following the distributions to be made
on such date pursuant to Section 4.01, the Certificate Administrator shall calculate the Realized Loss for such Distribution Date.
Any allocation of Pooled Certificate Realized Losses to a Class of Pooled Regular Certificates shall be made by reducing the Certificate
Balance thereof by the amount so allocated. Any Pooled Certificate Realized Losses so allocated to a Class of Pooled Regular Certificates
shall be allocated among the respective Certificates of such Class in proportion to the Percentage Interests evidenced thereby. The allocation
of Pooled Certificate Realized Losses shall constitute an allocation of losses and other shortfalls experienced by the Trust. Reimbursement
of previously allocated Pooled Certificate Realized Losses will not constitute distributions of principal for any purpose and will not
result in an additional reduction in the Certificate Balance of the Class of Certificates in respect of which any such reimbursement is
made. With respect to any Class of Pooled Principal Balance Certificates, to the extent that any Nonrecoverable Advances (plus interest
thereon) that were reimbursed from principal collections on the Mortgage Loans (including REO Loans) and previously resulted in a reduction
of the Pooled Principal Distribution Amount are subsequently recovered on the related Mortgage Loan or REO Property, then (on the Distribution
Date related to the Collection Period during which the recovery occurred): (i) the amount of such recovery will be added to the Certificate
Balance of the Class or Classes of Pooled Principal Balance Certificates that previously were allocated Pooled Certificate Realized Losses
in sequential order according to the priority of payments for the Principal Balance Certificates (and in the case of the Principal Balance
Certificates that are Senior Certificates, on a pro rata basis according to the amount of unreimbursed Realized Losses on such
Classes), in each case up to the lesser of (A) the unallocated portion of such recovery and (B) the amount of the unreimbursed Pooled
Certificate Realized Losses previously allocated to the subject class of certificates; and (ii) the Interest Shortfall with respect to
each affected class of Pooled Certificates for the next Distribution Date shall be increased by the amount of interest that would have
accrued through the then current Distribution Date if the restored write-down for the reimbursed class of Principal Balance Certificates
had never been written down. If the Certificate Balance of any Class of Principal Balance Certificates is so increased, the amount of
unreimbursed Realized Losses of such Class of Principal Balance Certificates shall be decreased by such amount.


On each Distribution Date,
immediately following the distributions to be made on such date pursuant to Section 4.01, the Certificate Administrator shall
calculate the amount of any Park West Village Realized Losses. Any allocation of Park West Village Realized Loss to the Class PWV-A, Class
PWV-B and Class PWV-RR Certificates shall be made by reducing the Certificate Balance thereof by the amount so allocated. Any Park West
Village Realized Losses




    	 	-361-	 



    



    

so allocated to such a Class of Loan-Specific
Certificates shall be allocated among the respective Certificates of such Class in proportion to the Percentage Interests evidenced thereby.
The allocation of Park West Village Realized Losses shall constitute an allocation of losses and other shortfalls experienced by the Trust.
Reimbursement of previously allocated Park West Village Realized Losses will not constitute distributions of principal for any purpose
and will not result in an additional reduction in the Certificate Balance of the Class of Certificates in respect of which any such reimbursement
is made. With respect to any Class of Loan-Specific Certificates, to the extent any Nonrecoverable Advances (plus interest thereon) that
were reimbursed from principal collections on the Trust Subordinate Companion Loan and previously resulted in a reduction of the Park
West Village Principal Distribution Amount are subsequently recovered on the Trust Subordinate Companion Loan, the amount of such recovery
will be added to the Certificate Balance of the Class or Classes of Loan-Specific Certificates that previously were allocated Park West
Village Realized Losses, in sequential order, in each case up to the amount of the unreimbursed Park West Village Realized Losses allocated
to such Class of Certificates.


(b)              
On each Distribution Date, the Certificate Balances of the Pooled Principal Balance Certificates will be reduced without distribution,
as a write-off to the extent of any Pooled Certificate Realized Losses, if any, allocable to such Certificates with respect to such
Distribution Date. Any such write off shall be allocated first, to the Class H-RR Certificates, second, to the Class G-RR
Certificates, third, to the Class F Certificates, fourth, to the Class E Certificates, fifth, to the Class D
Certificates, sixth, to the Class C Certificates, seventh, to the Class B Certificates, seventh, to the
Class A-S Certificates, and then, pro rata (based on their respective Certificate Balances), to the Class A-1, Class
A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates, in each case until the remaining Certificate Balances of such
Classes of Certificates have been reduced to zero. In addition, on each Distribution Date, the Certificate Balances of the Loan-Specific
Principal Balance Certificates will be reduced without distribution, as a write off to the extent of any Park West Village Realized Loss,
if any, allocable to such Certificates with respect to such Distribution Date. Any such write off shall be allocated first, to
the Class PWV-RR Certificates, second, to the Class PWV-B Certificates and then, to the Class PWV-A Certificates, in each
case until the remaining Certificate Balances of such Classes of Certificates have been reduced to zero.


(c)              
With respect to any Distribution Date, any Pooled Certificate Realized Losses allocated to a Class of Pooled Principal Balance
Certificates pursuant to Section 4.04(a) or Section 4.04(b), with respect to such Distribution Date shall reduce
the Lower-Tier Principal Amount of the Related Lower-Tier Regular Interest with respect thereto as a write-off. With respect to
any Distribution Date, any Park West Village Realized Losses allocated to a Class of Loan-Specific Certificates pursuant to Section
4.04(a) or Section 4.04(b), respectively, with respect to such Distribution Date shall reduce the Lower-Tier Principal
Amount of the Related Trust Subordinate Companion Loan REMIC Regular Interest with respect thereto as a write-off.


(d)              
[Reserved].


Section 4.05       
Appraisal Reduction Amounts; Collateral Deficiency Amounts. (a)  For purposes of (x) determining the Controlling
Class (and whether a Control Termination Event or an Operating Advisor Consultation Event has occurred and is continuing) and (y) determining
the Voting Rights of the related Classes for purposes of removal of the Special




    	 	-362-	 



    



    

Servicer or the Operating Advisor, any Cumulative
Appraisal Reduction Amounts (with respect to a Serviced Whole Loan, to the extent allocated to the related Mortgage Loan) shall be allocated
to each Class of Pooled Certificates (other than the Senior Certificates and the Class R Certificates) in reverse sequential order
to notionally reduce the related Certificate Balances until the Certificate Balance of each such Class is reduced to zero (i.e., first,
to the Class H-RR Certificates, second, to the Class G-RR Certificates, third, to the Class F Certificates, fourth,
to the Class E Certificates, fifth, to the Class D Certificates, sixth, to the Class C Certificates, seventh,
to the Class B Certificates, eighth, to the Class A-S Certificates, and finally, pro rata based on their respective
interest entitlements, to the Senior Certificates (other than the Class X-A, Class X-B, Class X-D and Class X-F Certificates)).


As of the first Determination
Date after a Mortgage Loan (other than a Non-Serviced Mortgage Loan), the Trust Subordinate Companion Loan or the Park West Village Note
B-B becomes an AB Modified Loan, the Special Servicer shall calculate whether a Collateral Deficiency Amount exists with respect to such
AB Modified Loan, taking into account the most recent Appraisal obtained by the Special Servicer with respect to such Mortgage Loan, Trust
Subordinate Companion Loan or the Park West Village Note B-B, as applicable, and all other information in its possession relevant to a
Collateral Deficiency Amount determination. Upon obtaining knowledge or receipt of notice by the Special Servicer that a Non-Serviced
Mortgage Loan has become an AB Modified Loan, the Special Servicer shall (i) promptly request from the related Non-Serviced Master Servicer,
Non-Serviced Special Servicer and Non-Serviced Trustee the most recent appraisal with respect to such AB Modified Loan, in addition to
all other information reasonably required by the Special Servicer to calculate whether a Collateral Deficiency Amount exists with respect
to such AB Modified Loan, and (ii) as of the first Determination Date following receipt by the Special Servicer of the appraisal and any
other information set forth in the immediately preceding clause (i) that the Special Servicer reasonably expects to receive, calculate
whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, taking into account the most recent appraisal obtained
by the Non-Serviced Special Servicer with respect to such Non-Serviced Mortgage Loan, and all other information in its possession relevant
to a Collateral Deficiency Amount determination. Upon obtaining actual knowledge or receipt of notice by any other party to this Agreement
that a Non-Serviced Mortgage Loan has become an AB Modified Loan, such party shall promptly notify the Master Servicer thereof. The Master
Servicer shall deliver to (via electronic delivery) or provide access to the Special Servicer with any information in its possession as
requested by the Special Servicer that is reasonably required to determine, redetermine, calculate or recalculate any Collateral Deficiency
Amount for any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any Serviced Companion Loan using reasonable efforts to deliver
such information within five (5) Business Days of the Special Servicer’s reasonable request. None of the Master Servicer, the Trustee,
the Operating Advisor or the Certificate Administrator shall calculate or verify any Collateral Deficiency Amount. Upon reasonable prior
written request, the Master Servicer shall use reasonable efforts to assist the Special Servicer in obtaining information reasonably required
to calculate or recalculate any Collateral Deficiency Amount with respect to a Non-Serviced Mortgage Loan in the event that the Special
Servicer is unsuccessful in obtaining such information from the related Non-Serviced Master Servicer, Non-Serviced Special Servicer or
Non-Serviced Trustee.




    	 	-363-	 



    



    

For purposes of determining
the Controlling Class and whether a Control Termination Event has occurred and is continuing, Collateral Deficiency Amounts allocated
to an AB Modified Loan that is a Mortgage Loan will be allocated to each Class of Control Eligible Certificates in reverse sequential
order to notionally reduce the related Certificate Balances until the Certificate Balance of each such Class of Control Eligible Certificates
is reduced to zero. For the avoidance of doubt, for purposes of determining the Controlling Class or the occurrence of a Control Termination
Event, any Class of Control Eligible Certificates shall be allocated both applicable Appraisal Reduction Amounts and applicable Collateral
Deficiency Amounts (the sum of which shall constitute the applicable Cumulative Appraisal Reduction Amount), in accordance with this Section 4.05(a).


With respect to any Appraisal
Reduction Amount or Collateral Deficiency Amount, as applicable, calculated for purposes of determining (i) the Voting Rights of the related
Classes for purposes of removal of the Special Servicer or the Operating Advisor or (ii) the Controlling Class or the occurrence and continuance
of a Control Termination Event or an Operating Advisor Consultation Event, the appraised value of the related Mortgaged Property shall
be determined on an “as is” basis.


For purposes of determining
the Park West Village Loan-Specific Controlling Class and the occurrence of a Park West Village Control Appraisal Period, Appraisal Reduction
Amounts allocated to the Park West Village Whole Loan will be allocated first to the related Note B-B, then, to the Trust Subordinate
Companion Loan and then to the Park West Village Mortgage Loan. The Appraisal Reduction Amounts allocated to the Trust Subordinate Companion
Loan will be allocated to each class of Loan-Specific Certificates in reverse sequential order to notionally reduce the Certificate Balance
thereof until the related Certificate Balance of each such class is reduced to zero (i.e., first, to the Class PWV-RR Certificates,
second, to the Class PWV-B Certificates and finally, to the Class PWV-A Certificates). In addition, for purposes of determining
the Park West Village Loan-Specific Controlling Class and the occurrence of a Park West Village Note B-A Control Appraisal Period, Collateral
Deficiency Amounts allocated to the Trust Subordinate Companion Loan will be allocated to each class of Park West Village Loan-Specific
Control Eligible Certificates in reverse sequential order to notionally reduce the Certificate Balance thereof until the related Certificate
Balance of each such class is reduced to zero (i.e., first, to the Class PWV-RR Certificates, second, to the Class PWV-B
Certificates and finally, to the Class PWV-A Certificates). For the avoidance of doubt, for purposes of determining the Park West
Village Loan-Specific Controlling Class and the occurrence of a Park West Village Note B-A Control Appraisal Period, any Class of Park
West Village Loan-Specific Control Eligible Certificates will be allocated both applicable Appraisal Reduction Amounts and applicable
Collateral Deficiency Amounts, as described in this paragraph.


The Special Servicer shall
promptly notify the Master Servicer and the Master Servicer shall notify the Certificate Administrator of the amount of any Appraisal
Reduction Amount (which notification shall be made by delivery of the CREFC® Loan Periodic Update File in accordance with
Section 3.12(d)), any Collateral Deficiency Amount and any resulting Cumulative Appraisal Reduction Amount with respect to each
Mortgage Loan, AB Modified Loan or Serviced Whole Loan, if any (which notification shall be satisfied through delivery of such information
included in the CREFC® Loan Periodic Update File and the CREFC® Appraisal




    	 	-364-	 



    



    

Reduction Amount Template included in the CREFC®
Investor Reporting Package, or such report mutually agreed upon between Master Servicer and Certificate Administrator, which shall be
delivered simultaneously with the CREFC® Loan Periodic Update File in accordance with Section 3.12(d)). Based on
information in its possession, the Certificate Administrator shall determine from time to time which Class of Certificates is the Controlling
Class. The Certificate Administrator shall provide notice of the identity of the Controlling Class as set forth in Section 3.23(m).


(b)              
(i)  The Holders of the majority of Voting Rights of any Class of Control Eligible Certificates or, with respect to the
Park West Village Whole Loan, the Park West Village Loan-Specific Control Eligible Certificates, that is determined at any time of determination
to no longer be the Controlling Class (any such Class, an “Appraised-Out Class”) as a result of an Appraisal Reduction
Amount or Collateral Deficiency Amount in respect of such Class shall have the right, at their sole expense, to require the Special Servicer
to order (or, with respect to a Non-Serviced Mortgage Loan, require the Master Servicer to request from the applicable Non-Serviced Special
Servicer) a second Appraisal with respect to any Mortgage Loan (or Serviced Whole Loan) (provided that the Holders of the majority
(by Certificate Balance) of an Appraised-Out Class of Park West Village Loan-Specific Control Eligible Certificates may only request a
second appraisal with respect to the Park West Village Whole Loan) for which an Appraisal Reduction Event has occurred or as to which
there exists a Collateral Deficiency Amount (such Holders, the “Requesting Holders”). The Special Servicer shall use
its reasonable efforts to cause such second Appraisal to be (A) delivered within thirty (30) days from receipt of the Requesting Holders’
written request and (B) prepared on an “as-is” basis by an MAI appraiser (provided that such MAI appraiser may
not be the same MAI appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting the Special Servicer
to obtain an additional Appraisal). With respect to any Non-Serviced Mortgage Loan, the Master Servicer will be required to use commercially
reasonable efforts to obtain such second appraisal from the applicable Non-Serviced Special Servicer and to forward such second appraisal
to the Special Servicer.


(ii)              
Upon receipt of any supplemental Appraisal pursuant to clause (i) above, the Special Servicer shall determine, in accordance
with the Servicing Standard, whether, based on its assessment of such supplemental Appraisal, any recalculation of the Appraisal Reduction
Amount or Collateral Deficiency Amount is warranted, and if so warranted shall recalculate the Appraisal Reduction Amount or Collateral
Deficiency Amount, as applicable, based on such supplemental appraisal. If required by such recalculation, the Appraised-Out Class
shall be reinstated as the Controlling Class or Park West Village Loan-Specific Controlling Class, as applicable, and each other Appraised-Out
Class shall, if applicable, have its related Certificate Balance notionally restored to the extent required by such recalculation of the
Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable. Except with respect to the Park West Village Loan-Specific
Controlling Class during the Class PWV-RR Control Retention Period, any Holders of an Appraised-Out Class requesting any supplemental
Appraisal pursuant to clause (i) above shall refrain from exercising any direction, control, consent and/or similar rights
of the Controlling Class or Park West Village Loan-Specific Controlling Class, as applicable, until such time, if any, as the Class is
reinstated as the Controlling Class or Park West Village Loan-Specific Controlling Class, as applicable




    	 	-365-	 



    



    

(such period beginning upon receipt by
the Special Servicer of any request to obtain a supplemental Appraisal pursuant to clause (i) above to but excluding the date
on which either (A) the Special Servicer determines that no recalculation of the Appraisal Reduction Amount or Collateral Deficiency
Amount is warranted or (B) the Special Servicer recalculates the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable,
based on the supplemental Appraisal and receipt of any information requested by the Special Servicer pursuant to this section, the “Appraisal
Review Period”). The rights of the Controlling Class or Park West Village Loan-Specific Controlling Class, as applicable, during
each Appraisal Review Period shall be exercised by the next most senior Control Eligible Certificates or (subject to the Class PWV-RR
Control Retention Period) Park West Village Loan-Specific Control Eligible Certificates, if any.


(iii)               
If the Class PWV-RR Certificates are an Appraised-Out Class as a result of the application of a Cumulative Appraisal Reduction
Amount, the Holder of the Class PWV-RR Certificates shall have the right to avoid such event by delivering Threshold Event Collateral
as a supplement to the appraised value of the Mortgaged Property to the Master Servicer or other parties specified herein, together with
documentation acceptable to the Master Servicer in accordance with the Servicing Standard to create and perfect a first priority security
interest in favor of the Master Servicer on behalf of the Trust in such collateral (which must be completed within 30 days of the Special
Servicer’s receipt of an independent appraisal that indicates such Class PWV-RR Certificates have become an Appraised-Out Class,
during which such 30-day period the Class PWV-RR Certificates will continue to be the Park West Village Loan-Specific Controlling Class)
(a “Threshold Event Cure”) and, additionally pays all cost and expenses incurred by any party hereto associated with
the delivery and/or pledge of such Threshold Event Collateral, including the costs and expenses of any Opinion of Counsel. If a Threshold
Event Cure occurs, no change in the identity of the Park West Village Loan-Specific Controlling Class caused by application of a Cumulative
Appraisal Reduction Amount shall be deemed to have occurred. If a letter of credit is furnished as Threshold Event Collateral, the letter
of credit must have an initial term no shorter than six months and contain an evergreen clause providing for automatic renewal for additional
periods not less than six months. The Holder of the Class PWV-RR Certificates must provide notice of each renewal at least 30 days prior
to the expiration date of such letter of credit. If the Master Servicer does not receive notice of such renewal at least 30 days prior
to the expiration date of the letter of credit or if the Master Servicer receives notice that the letter of credit will not be renewed,
then the Master Servicer shall promptly draw upon such letter of credit and the Certificate Administrator shall hold such proceeds thereof
as Threshold Event Collateral. If a letter of credit is furnished as Threshold Event Collateral, the holder of the Class PWV-RR Certificates
shall be required to replace such letter of credit with other Threshold Event Collateral within 30 days if the credit ratings of the Threshold
Collateral Issuer are downgraded below the required ratings; provided, however, that, if such Threshold Event Collateral
is not so replaced, the Master Servicer shall draw upon such letter of credit and the Certificate Administrator shall hold the proceeds
thereof as Threshold Event Collateral. The Threshold Event Cure will continue until (i) the appraised value of the Park West Village Mortgaged
Property plus the value of the Threshold Event Collateral would not be sufficient to prevent the Class PWV-RR




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Certificates from being an Appraised-Out
Class (and should the appraised value of the Park West Village Mortgaged Property plus the value of the Threshold Event Collateral be
insufficient, the holder of the Class PWV-RR Certificates will have 30 days from the new independent Appraisal to deliver new Threshold
Event Collateral as supplement to the newly appraised value), or (ii) a determination is made by the Special Servicer that all proceeds
in respect of the Park West Village Whole Loan or Park West Village Mortgaged Property have been received (a “Park West Village
Final Recovery Determination”). If the appraised value of the Park West Village Mortgaged Property, upon any redetermination
thereof, is sufficient to prevent the Class PWV-RR Certificates from being an Appraised-Out Class without taking into consideration any,
or some portion of, Threshold Event Collateral previously delivered by the holder of the Class PWV-RR Certificates, any or such portion
of Threshold Event Collateral held by the Master Servicer and/or the Certificate Administrator, as applicable, shall be promptly returned
to such Holder of the Class PWV-RR Certificates (at its direction and sole expense). Upon the Special Servicer’s determination of
a Park West Village Final Recovery Determination with respect to the Park West Village Whole Loan, such cash or proceeds of the letter
of credit constituting Threshold Event Collateral in an amount equal to the lesser of (a) all Threshold Event Collateral or (b) an amount
sufficient available to pay all amounts due on the Certificates that were not sufficiently covered by the net sale proceeds or Park West
Village Final Recovery Determination, including all applied Realized Loss amounts, will be added to the Distribution Account to reimburse
Certificateholders for all Realized Losses with respect to the Park West Village Mortgage Loan after application of the net proceeds of
liquidation, plus accrued and unpaid interest thereon at the applicable interest rate and all other trust fund expenses reimbursable hereunder.
Any such Threshold Event Collateral shall be treated as an “outside reserve fund” (and the right to reimbursement of any amounts
with respect thereto) will be beneficially owned by the Holder of the Class PWV-RR Certificates who will be taxed on all income with respect
thereto.


(c)              
With respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan), and each Serviced Whole Loan as to which an Appraisal
Reduction Event has occurred (unless such Mortgage Loan or Serviced Whole Loan has become a Corrected Loan (for such purposes taking into
account any amendment or modification of such Mortgage Loan, any related Serviced Companion Loan or Serviced Whole Loan)), the Special
Servicer shall (1) within thirty (30) days of each anniversary of the related Appraisal Reduction Event, and (2) upon its determination
that the value of the related Mortgaged Property has materially changed, notify the Master Servicer of the occurrence of such anniversary
or determination and order an Appraisal (which may be an update of a prior Appraisal), the cost of which shall be paid by the Master Servicer
as a Servicing Advance or to the extent it would be a Nonrecoverable Advance, an expense of the Trust, or conduct an internal valuation,
as applicable and, promptly following receipt of any such Appraisal or performance of such valuation (or receipt of any Appraisal obtained
in accordance with Section 4.05(b) above), shall deliver a copy thereof to the Master Servicer, the Certificate Administrator,
the Trustee, the Operating Advisor and ((i) prior to the occurrence of any Consultation Termination Event and (ii) other than
with respect to any Excluded Loan) the Directing Certificateholder. Based upon such Appraisal or internal valuation (or any Appraisal
obtained in accordance with Section 4.05(b) above) and receipt of information reasonably requested by the Special Servicer
from the Master Servicer that is in the possession of




    	 	-367-	 



    



    

the Master Servicer and necessary to calculate
the Appraisal Reduction Amount or Collateral Deficiency Amount, the Special Servicer shall determine or redetermine and calculate or recalculate,
as applicable, and report to the Master Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and ((i) prior
to the occurrence of any Consultation Termination Event and (ii) other than with respect to any Excluded Loan as to the Directing
Certificateholder) the Directing Certificateholder, the amount and calculation or recalculation of the Appraisal Reduction Amount or Collateral
Deficiency Amount with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable, and such report shall be delivered
in the CREFC® Appraisal Reduction Amount Template format; provided, however, that the Special Servicer shall
not be liable for failure to comply with such duties insofar as such failure results from a failure of the Master Servicer to provide
sufficient information to the Special Servicer to comply with such duties or failure by the Master Servicer to otherwise comply with its
obligations hereunder. Following the Master Servicer’s receipt from the Special Servicer of the calculation of the Appraisal Reduction
Amounts, the Master Servicer shall provide such information to the Certificate Administrator in the form of the CREFC®
Loan Periodic Update File and the CREFC® Appraisal Reduction Amount Template provided to it by the Special Servicer or
such other report or reports mutually agreed upon between the Master Servicer and the Certificate Administrator. Such report shall also
be forwarded by the Special Servicer, to the extent the related Serviced Companion Loan has been included in an Other Securitization,
to the Other Servicer of such Other Securitization into which the related Serviced Companion Loan has been sold, or to the holder of any
related Serviced Companion Loan by the Special Servicer. If the Special Servicer is required to redetermine the Appraisal Reduction Amount
or Collateral Deficiency Amount, such redetermined Appraisal Reduction Amount or Collateral Deficiency Amount shall replace the prior
Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, with respect to such Mortgage Loan, Companion Loan or Serviced
Whole Loan, as applicable. Prior to the occurrence of a Consultation Termination Event and other than with respect to any Excluded Loan
as to the Directing Certificateholder, the Special Servicer shall consult with the Directing Certificateholder with respect to any Appraisal,
valuation or downward adjustment in connection with an Appraisal Reduction Amount or Collateral Deficiency Amount. Notwithstanding the
foregoing but subject to Section 4.05(b), the Special Servicer will not be required to obtain an Appraisal or conduct an internal
valuation, as applicable, with respect to a Mortgage Loan or related Companion Loan or Serviced Whole Loan that is the subject of an Appraisal
Reduction Event to the extent the Special Servicer has obtained an Appraisal or conducted such a valuation (in accordance with requirements
of this Agreement), as applicable, with respect to the related Mortgaged Property within the twelve-month period immediately prior
to the occurrence of the Appraisal Reduction Event. Instead, the Special Servicer may use the prior Appraisal or valuation, as applicable,
in calculating any Appraisal Reduction Amount or Collateral Deficiency Amount with respect to such Mortgage Loan or related Companion
Loan or Serviced Whole Loan; provided that the Special Servicer is not aware of any material change to the related Mortgaged Property
having occurred and affecting the validity of such Appraisal or valuation.


The Master Servicer, upon
reasonable prior written request, shall deliver or provide access to the Special Servicer with information in its possession that is reasonably
required to determine, calculate, redetermine or recalculate any Appraisal Reduction Amount, using reasonable efforts to deliver such
information, within five (5) Business Days following the Special Servicer’s reasonable request therefor.




    	 	-368-	 



    



    

(d)              
 Any Mortgage Loan (other than a Non-Serviced Mortgage Loan), any related Serviced Companion Loan and any Serviced Whole Loan,
previously subject to an Appraisal Reduction Amount, which has become a Corrected Loan (for such purposes taking into account any amendment
or modification of such Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan, as applicable), and with respect
to which no other Appraisal Reduction Event has occurred and is continuing, will no longer be subject to an Appraisal Reduction Amount.
Any Appraisal Reduction Amount in respect of a Non-Serviced Whole Loan shall be calculated by the applicable party under and in accordance
with and pursuant to the terms of the applicable Non-Serviced PSA.


(e)              
Each Serviced Whole Loan will be treated as a single mortgage loan for purposes of calculating an Appraisal Reduction Amount with
respect to the Mortgage Loan and Companion Loan(s) that comprise such Serviced Whole Loan. Any Appraisal Reduction Amount in respect of
a Serviced AB Whole Loan in respect of an AB Modified Loan will be allocated in accordance with the related Intercreditor Agreement or,
if no allocation is specified in the related Intercreditor Agreement, then, first, to the related AB Subordinate Companion Loan (until
its principal balance is notionally reduced to zero by such Appraisal Reduction Amounts) and second, pro rata, between the related
AB Mortgage Loan and the related Serviced Pari Passu Companion Loan (if any), based upon their respective Stated Principal Balances. Any
Appraisal Reduction Amount in respect of any Serviced Pari Passu Whole Loan will be allocated in accordance with the related Intercreditor
Agreement or, if no allocation is specified in the related Intercreditor Agreement, then, pro rata, between the related Serviced
Pari Passu Mortgage Loan and the related Serviced Pari Passu Companion Loan, based upon their respective outstanding principal balances.


Section 4.06       
[Reserved].


Section 4.07       
Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool. (a)  The
Certificate Administrator shall make available, only to Privileged Persons, the Investor Q&A Forum. The “Investor Q&A
Forum” shall be a service available on the Certificate Administrator’s Website, where (i) Certificateholders and
beneficial owners of Certificates that are Privileged Persons may submit questions to (A) the Certificate Administrator relating
to the Distribution Date Statement, (B) the Master Servicer or the Special Servicer, as applicable, relating to the reports prepared
by that party being made available pursuant to Section 3.13(b), the Mortgage Loans (excluding each Non-Serviced Mortgage Loan),
the Trust Subordinate Companion Loan or the related Mortgaged Properties or (C) the Operating Advisor relating to the Operating Advisor
Annual Report or other reports prepared by the Operating Advisor or actions by the Special Servicer referenced in any Operating Advisor
Annual Report (each an “Inquiry” and collectively, “Inquiries”), and (ii) Privileged Persons
may view Inquiries that have been previously submitted and answered, together with the answers thereto. Upon receipt of an Inquiry for
the Master Servicer, the Special Servicer, Certificate Administrator or the Operating Advisor, as applicable, and in the case of any Inquiry
relating to a Non-Serviced Mortgage Loan, to the related Non-Serviced Master Servicer or related Non-Serviced Special Servicer, as applicable,
the Certificate Administrator shall forward the Inquiry to the appropriate Person (in the case of the Master Servicer to the following:
KC_investor_reporting@keybank.com), in each case within a commercially reasonable period of time following receipt thereof. Following
receipt of an




    	 	-369-	 



    



    

Inquiry, the Master Servicer, the Special Servicer,
the Certificate Administrator or the Operating Advisor, as applicable, unless such party determines not to answer such Inquiry as provided
below, shall reply to the Inquiry, which reply of the Master Servicer, Special Servicer or the Operating Advisor, as applicable, shall
be delivered to the Certificate Administrator by electronic mail. In the case of an Inquiry relating to a Non-Serviced Mortgage Loan,
the Certificate Administrator shall make reasonable efforts to obtain an answer from the related Non-Serviced Master Servicer or the related
Non-Serviced Special Servicer, as applicable; provided that the Certificate Administrator shall not be responsible for the content
of such answer or any delay or failure to obtain such answer. The Certificate Administrator shall post (within a commercially reasonable
period of time following preparation or receipt of such answer, as the case may be) such Inquiry and the related answer to the Certificate
Administrator’s Website. If the Certificate Administrator, the Master Servicer, the Special Servicer or the Operating Advisor determines,
in its respective sole discretion, that (i) any Inquiry is beyond the scope of the topics described above, (ii) answering any
Inquiry would not be in the best interests of the Trust and/or the Certificateholders, (iii) answering any Inquiry would be in violation
of applicable law, the applicable Mortgage Loan documents or this Agreement, (iv) answering any Inquiry would materially increase
the duties of, or result in significant additional cost or expense to, the Master Servicer, the Special Servicer, the Certificate Administrator
or the Operating Advisor, as applicable, (v) answering any Inquiry would require the disclosure of Privileged Information (subject
to the Privileged Information Exception), (vi) answering any Inquiry would or is reasonably expected to result in a waiver of an attorney-client
privilege or disclosure of attorney work product or (vii) answering any Inquiry is otherwise, for any reason, not advisable, it shall
not be required to answer such Inquiry and, in the case of the Master Servicer, the Special Servicer or the Operating Advisor, shall promptly
notify the Certificate Administrator of such determination. In addition, no party shall post or otherwise disclose any direct communications
with the Directing Certificateholder or the Risk Retention Consultation Party (in its capacity as Risk Retention Consultation Party) as
part of its response to any Inquiries. The Certificate Administrator shall notify the Person who submitted such Inquiry in the event that
the Inquiry will not be answered. Any notice by the Certificate Administrator to the Person who submitted an Inquiry that will not be
answered shall include the following statement: “Because the Pooling and Servicing Agreement provides that the Master Servicer,
the Special Servicer, the Certificate Administrator and the Operating Advisor shall not answer an Inquiry if it determines, in its respective
sole discretion, that (i) any Inquiry is beyond the scope of the topics described in the Pooling and Servicing Agreement, (ii) answering
any Inquiry would not be in the best interests of the Trust and/or the Certificateholders, (iii) answering any Inquiry would be in
violation of applicable law or the applicable Mortgage Loan documents, (iv) answering any Inquiry would materially increase the duties
of, or result in significant additional costs or expenses to the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator
or Operating Advisor, as applicable, (v) answering any Inquiry would require the disclosure of Privileged Information, or (vi) answering
any Inquiry is otherwise, for any reason, not advisable, no inference should or may be drawn from the fact that the Master Servicer, the
Special Servicer, the Certificate Administrator or the Operating Advisor has declined to answer the Inquiry.” Answers posted on
the Investor Q&A Forum will be attributable only to the respondent, and shall not be deemed to be answers from any of the Depositor,
the Underwriters or any of their respective Affiliates. None of the Underwriters, Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Trustee or the Operating Advisor or any of their




    	 	-370-	 



    



    

respective Affiliates will certify to any of
the information posted in the Investor Q&A Forum and no such party shall have any responsibility or liability for the content of any
such information. The Certificate Administrator shall not be required to post to the Certificate Administrator’s Website any Inquiry
or answer thereto that the Certificate Administrator determines, in its sole discretion, is administrative or ministerial in nature. The
Investor Q&A Forum will not reflect questions, answers and other communications that are not submitted via the Certificate Administrator’s
Website. Notwithstanding the foregoing, the Operating Advisor shall not be required to respond to any Inquiries from Certificateholders
for which its response would require the Operating Advisor to provide information to such inquiring Certificateholders that they are otherwise
not entitled to receive under the terms of this Agreement.


(b)              
The Certificate Administrator shall make available to any Certificateholder and any Certificate Owner that is a Privileged Person,
the Investor Registry. The “Investor Registry” shall be a voluntary service available on the Certificate Administrator’s
Website, where Certificateholders and Certificate Owners that are Privileged Persons can register and thereafter obtain information with
respect to any other Certificateholder or Certificate Owner that has so registered. Any person registering to use the Investor Registry
will be required to certify that (a) it is a Certificateholder or a Certificate Owner and a Privileged Person and (b) it grants authorization
to the Certificate Administrator to make its name and contact information available on the Investor Registry for at least forty-five
(45) days from the date of such certification to persons entitled to access to the Investor Registry. Such Person shall then be asked
to enter certain mandatory fields such as the individual’s name, the company name and email address, as well as certain optional
fields such as address, phone, and Class(es) of Certificates owned. If any Certificateholder or Certificate Owner notifies the Certificate
Administrator that it wishes to be removed from the Investor Registry (which notice may not be within forty-five (45) days of its
registration), the Certificate Administrator shall promptly remove it from the Investor Registry. The Certificate Administrator will not
be responsible for verifying or validating any information submitted on the Investor Registry, or for monitoring or otherwise maintaining
the accuracy of any information thereon. The Certificate Administrator may require acceptance of a waiver and disclaimer for access to
the Investor Registry.


(c)              
The 17g-5 Information Provider shall make available, only to NRSROs, the Rating Agency Q&A Forum and Document Request Tool.
The “Rating Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g-5 Information
Provider’s Website, where NRSROs may (i) submit questions to the Certificate Administrator relating to any Distribution Date
Statements, or submit questions to the Master Servicer or the Special Servicer, as applicable, relating to the reports prepared by such
parties (each such submission, a “Rating Agency Inquiry”), and (ii) view Rating Agency Inquiries that have been
previously submitted and answered, together with the responses thereto. In addition, NRSROs may use the forum to submit requests (each
such submission also, a “Rating Agency Inquiry”) to the Master Servicer for loan-level reports and other related
information. Upon receipt of a Rating Agency Inquiry for the Master Servicer or the Special Servicer, the 17g-5 Information Provider
shall forward the Rating Agency Inquiry to the appropriate person (in the case of the Master Servicer to the following: KC_investor_reporting@keybank.com),
in each case within a commercially reasonable period of time following receipt thereof. Following receipt of a Rating Agency Inquiry from
the 17g-5 Information Provider, the Master Servicer or the Special Servicer, as applicable, unless it determines not to answer such
Rating Agency Inquiry as




    	 	-371-	 



    



    

provided below, shall reply by email to the
Certificate Administrator. The 17g-5 Information Provider shall post (within a commercially reasonable period of time following receipt
of such response) such Rating Agency Inquiry with the related response thereto (or such reports, as applicable) to the Rating Agency Q&A
Forum and Document Request Tool. Any reports posted by the 17g-5 Information Provider in response to an inquiry may be posted on a
separate website or web page accessible by a link on the 17g-5 Information Provider’s Website. If the Certificate Administrator,
the Master Servicer or the Special Servicer determines, in its respective sole discretion, that (i) answering any Rating Agency Inquiry
would be in violation of applicable law, the Servicing Standard, this Agreement or any Mortgage Loan documents, (ii) answering any
Rating Agency Inquiry would or is reasonably expected to result in a waiver of an attorney-client privilege with, or the disclosure
of attorney work product, or (iii) (A) answering any Rating Agency Inquiry would materially increase the duties of, or result
in significant additional cost or expense to, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable,
and (B) the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, determines in accordance with
the Servicing Standard (or in good faith, in the case of the Certificate Administrator) that the performance of such duties or the payment
of such costs and expenses is beyond the scope of its duties in its capacity as Certificate Administrator, Master Servicer or Special
Servicer, as applicable, under this Agreement, it shall not be required to answer such Rating Agency Inquiry and shall promptly notify
the 17g-5 Information Provider by email of such determination. The 17g-5 Information Provider shall promptly thereafter post the
Rating Agency Inquiry with the reason it was not answered to the Rating Agency Q&A Forum and Document Request Tool. The 17g-5
Information Provider will not be liable for the failure by any other such Person to so answer. Questions posted on the Rating Agency Q&A
Forum and Document Request Tool shall not be attributed to the submitting NRSRO. Answers posted on the Rating Agency Q&A Forum and
Document Request Tool will be attributable only to the respondent, and shall not be deemed to be answers from any other person. None of
the Underwriters, the Depositor, or any of their respective Affiliates will certify to any of the information posted in the Rating Agency
Q&A Forum and Document Request Tool and no such party shall have any responsibility or liability for the content of any such information.
The 17g-5 Information Provider shall not be required to post to the 17g-5 Information Provider’s Website any Rating Agency
Inquiry or answer thereto that the 17g-5 Information Provider determines, in its sole discretion, is administrative or ministerial
in nature. The Rating Agency Q&A Forum and Document Request Tool will not reflect questions, answers and other communications that
are not submitted via the 17g-5 Information Provider’s Website.


Section 4.08       
Secure Data Room. (a)The Certificate Administrator shall create a Secure Data Room and the Depositor shall, upon
the receipt of each Mortgage Loan Seller’s Diligence File Certification and within 120 days following the Closing Date, deliver
to the Certificate Administrator an electronic copy of the Diligence Files for the Mortgage Loans that have been uploaded by the Mortgage
Loan Sellers to the Designated Site. Upon receipt thereof, the Certificate Administrator shall promptly upload the contents of each Diligence
File actually received by it to the Secure Data Room. Access to the Secure Data Room shall be granted by the Certificate Administrator
to (i) the Asset Representations Reviewer and (ii) any other Person at the direction of the Depositor, in each case, upon the
occurrence of an Affirmative Asset Review Vote and receipt by the Certificate Administrator of a certification substantially in the form
of Exhibit RR hereto (which shall be sent via email to trustadministrationgroup@wellsfargo.com or submitted electronically
via the Certificate




    	 	-372-	 



    



    

Administrator’s website). In no case
whatsoever shall Certificateholders be permitted to access the Secure Data Room. For the avoidance of doubt, the Certificate Administrator
shall be under no obligation to post any documents or information to the Secure Data Room other than the contents of the Diligence Files
initially delivered to it by the Depositor.


(b)              
The Certificate Administrator shall not have any obligation or duty to verify, review, confirm or otherwise determine whether the
type, number or contents of any Diligence File delivered to the Certificate Administrator is accurate, complete, or relates to the transaction
or confirm that all documents and information constituting any Diligence File have actually been delivered to the Certificate Administrator.
In no case shall the Certificate Administrator be deemed to have obtained actual or constructive knowledge of the contents of, or information
contained in, any Diligence File by virtue of posting such Diligence File to the Secure Data Room. In the event that any document or information
is posted in error, the Certificate Administrator may remove such document or information from the Secure Data Room. The Certificate Administrator
shall not have any obligation to produce physical or electronic copies of any document or information provided to it for posting to the
Secure Data Room. The Certificate Administrator shall not be responsible or held liable for any other Person’s use or dissemination
of the documents or information contained on the Secure Data Room; provided that such event or occurrence is not also a result
of its own negligence, bad faith or willful misconduct. The Certificate Administrator shall not be required to restrict access to the
Secure Data Room on a loan-by-loan basis and any Person with access to the Secure Data Room shall covenant to access only the information
necessary to perform its duties and responsibilities under this Agreement.


(c)              
Upon the resignation or removal of the Certificate Administrator pursuant to Section 8.07, the Certificate Administrator
shall transfer electronic copies of the Diligence Files to a successor certificate administrator designated in writing by the Depositor
or the Master Servicer, and all costs and expenses associated with the transfer of the Diligence Files shall be payable as part of the
costs and expenses associated with the transfer of its responsibilities upon the resignation or removal of the Certificate Administrator
pursuant to Section 8.07. Following the date on which any Mortgage Loan is paid in full, liquidated, repurchased or otherwise
removed from the Trust, the Master Servicer or the Special Servicer, as applicable, may direct the Certificate Administrator in writing
to delete the Diligence File related to such Mortgage Loan from the Secure Data Room; provided that absent such direction, the
Certificate Administrator shall not be obligated to delete any Diligence File from the Secure Data Room. Following the termination of
the Trust pursuant to Section 9.01, the Certificate Administrator shall be permitted to delete all files from the Secure Data
Room. Upon deletion, in no event shall the Certificate Administrator be obligated to reproduce or retrieve such deleted files.


[End of Article IV]


Article V



THE CERTIFICATES


Section 5.01       
The Certificates. (a)  The Certificates will be substantially in the respective forms annexed hereto as Exhibits A-1
through and including A-22, with such




    	 	-373-	 



    



    

appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Agreement or as may, in the reasonable judgment of the Certificate Registrar,
be necessary, appropriate or convenient to comply, or facilitate compliance, with applicable laws, and may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon as may be required by law, or as may, consistently herewith,
be determined by the officers executing such Certificates, as evidenced by their execution thereof. The Class X-A and Class X-B Certificates
shall be issuable only in minimum Denominations of authorized initial Notional Amount of not less than $1,000,000 and in integral multiples
of $1.00 in excess thereof. The Class X-D and Class X-F Certificates shall be issuable only in minimum Denominations of authorized initial
Notional Amount of not less than $100,000 and in integral multiples of $1.00 in excess thereof. The Offered Certificates (other than the
Class X-A Certificates and Class X-B Certificates) shall be issuable only in minimum Denominations of authorized initial Certificate
Balance of not less than $10,000, and in integral multiples of $1.00 in excess thereof. The Non-Registered Certificates (other than
the Class X-D, Class X-F and Class R Certificates) will be issuable in minimum Denominations of authorized initial Certificate Balance
of not less than $100,000, and in integral multiples of $1.00 in excess thereof. If the Original Certificate Balance or initial Notional
Amount, as applicable, of any Class does not equal an integral multiple of $1.00, then a single additional Certificate of such Class may
be issued in a minimum denomination of authorized initial Certificate Balance or initial Notional Amount, as applicable, that includes
the excess of (i) the Original Certificate Balance or initial Notional Amount, as applicable, of such Class over (ii) the largest
integral multiple of $1.00 that does not exceed such amount. The Class R Certificates shall be issued, maintained and transferred in minimum
percentage interests of 10% of such Class R Certificates and in integral multiples of 1% in excess of 10%.


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


Section 5.02       
Form and Registration. No transfer of any Non-Registered Certificate shall be made unless that transfer is made pursuant
to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities
laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than one by the Depositor
to an Affiliate thereof or by the Initial Purchasers, Underwriters or Loan-Specific Initial Purchasers to Argentic Securities Holdings
2 Cayman Limited or Park West Village HRR Grand Avenue Partners, LLC) is to be made in reliance upon an exemption from the Securities
Act, and under the applicable state securities laws, then either:


(a)              
Each Class of the Non-Registered Certificates (other than the Class R Certificates) sold to institutions that are non-United
States Securities Persons in Offshore Transactions in reliance on Regulation S under the Act shall initially be represented by a
temporary Book-Entry Certificate in definitive, fully registered form without interest coupons,




    	 	-374-	 



    



    

substantially in the applicable form set forth
as an exhibit hereto (each a “Temporary Regulation S Book-Entry Certificate”), which shall be deposited on
the Closing Date on behalf of the purchasers of the Non-Registered Certificates represented thereby with the Certificate Registrar,
at its principal trust office, as custodian, for the Depository, and registered in the name of the Depository or the nominee of the Depository
for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period
commencing on the later of the commencement of the offering and the Closing Date (the “Restricted Period”), beneficial
interests in each Temporary Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After the
expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged
for an interest in the related Regulation S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance
with the procedures set forth in Section 5.03(f). During the Restricted Period, distributions due in respect of a beneficial
interest in a Temporary Regulation S Book-Entry Certificate shall only be made upon delivery to the Certificate Registrar by
Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the Restricted
Period, distributions due in respect of any beneficial interests in a Temporary Regulation S Book-Entry Certificate shall not
be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Book-Entry
Certificate of the same Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Book-Entry
Certificate or a Regulation S Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the
records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided.


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


(b)              
Certificates of each Class of Non-Registered Certificates (other than any Class PWV-RR Certificates during the applicable Transfer
Restriction Period and the Class R Certificates) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A under
the Act (“Rule 144A”) shall be represented by Rule 144A Book-Entry Certificates, which shall be deposited
with the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of
the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry Certificate may from
time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository,
as hereinafter provided.


(c)              
Certificates of each Class of Non-Registered Certificates (other than the Class PWV-A, Class PWV-B or Class PWV-RR Certificates)
that are initially offered and sold




    	 	-375-	 



    



    

to investors that are Institutional Accredited
Investors that are not Qualified Institutional Buyers (until the expiration of the applicable Transfer Restriction Period) (the “Non-Book
Entry Certificates”) shall be in the form of Definitive Certificates, substantially in the applicable form set forth as an exhibit
hereto, and shall be registered in the name of such investors or their nominees by the Certificate Registrar who shall deliver the Certificates
for such Non-Book Entry Certificates to the respective beneficial owners or owners. For the avoidance of doubt, the Class R Certificates
shall only be in the form of Definitive Certificates, and the Class PWV-RR Certificates shall be issued in the form of Definitive Certificates
at all times during the applicable Transfer Restriction Period.


(d)              
Owners of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of
certificated Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer
willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class
or ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within
ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce
the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it is necessary
or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided, however,
that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a Temporary Regulation S
Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii) above
with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender by the Depository of
any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration, the Certificate
Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate
issued for a Rule 144A Book-Entry Certificate, the same legends regarding Transfer restrictions borne by such Book-Entry
Certificate), and thereafter the Certificate Registrar shall recognize the Holders of such Definitive Certificates as Certificateholders
under this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry Certificates, beneficial
Ownership Interests in such Class of Certificates will be maintained and transferred on the book entry records of the Depository and Depository
Participants, and all references to actions by Holders of such Class of Certificates will refer to action taken by the Depository upon
instructions received from the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s
procedures and, except as otherwise set forth herein, all references herein to payments, notices, reports and statements to Holders of
such Class of Certificates will refer to payments, notices, reports and statements to the Depository or its nominee as the registered
Holder thereof, for distribution to the related registered Holders of Certificates through the Depository Participants in accordance with
the Depository’s procedures.


(e)              
From and after the Closing Date and during the applicable Transfer Restriction Period, the Class PWV-RR Certificates shall only
be held as Definitive Certificates and shall be held in the Retained Certificate Safekeeping Account by the Certificate Administrator
(and the Park West Village Retaining Party’s interests shall be tracked in the form of an entry in the Certificate Administrator’s
trust accounting system under the Retained Certificate Safekeeping Account), for the benefit of the Holder of the related Certificate.
The




    	 	-376-	 



    



    

Certificate Administrator shall hold each Certificate
evidencing the Class PWV-RR Certificates in safekeeping and shall release the same only upon receipt of written instructions from the
applicable holder of the Class PWV-RR Certificates and applicable Retaining Sponsor, indicating whether such release is in connection
with the termination of the applicable Transfer Restriction Period or in connection with the Park West Village Retaining Party’s
intent to transfer pursuant to Section 5.03(i), in each case, in accordance with any additional authentication procedures as may
be utilized by the Certificate Administrator and in accordance with this Agreement. After the release of the Class PWV-RR Certificates,
the Certificate Administrator shall have no liability (other than liability for acts or omissions that occurred prior to such release)
or obligation with respect to the Class PWV-RR Certificate and Retained Certificate Safekeeping Account. There shall be, and hereby is,
established by the Certificate Administrator an account which will be designated the “Park West Village Retained Certificate Safekeeping
Account” into which the Class PWV-RR Certificates shall be held and which shall be governed by and subject to this Agreement. In
addition, on and after the date hereof, the Certificate Administrator may establish any number of subaccounts to the Retained Certificate
Safekeeping Account for the Park West Village Retaining Party. Such subaccounts shall be marked or evidenced as being for the benefit
of the Holder of the related Certificate. The Class PWV-RR Certificates to be delivered in physical form to the Certificate Administrator
shall be delivered as set forth herein. No amounts distributable to the holders of the Class PWV-RR Certificates shall be remitted to
any Retained Certificate Safekeeping Account, but shall be remitted directly to the Pooled HRR Retaining Party or Park West Village Retaining
Party, respectively, in accordance with written instructions provided separately by the Pooled HRR Retaining Party or Park West Village
Retaining Party to the Certificate Administrator on the Closing Date. Under no circumstances by virtue of safekeeping the Class PWV-RR
Certificates shall the Certificate Administrator be obligated to bring legal action or institute proceedings against any person on behalf
of the Park West Village Retaining Party. During the applicable Transfer Restriction Period and for such longer time as the Park West
Village Retaining Party may request, the Certificate Administrator shall hold the Definitive Certificate representing the Class PWV-RR
Certificates at the below location, or any other location; provided the Certificate Administrator has given notice to the Pooled HRR Retaining
Party or Park West Village Retaining Party, as applicable, of such new location:


Computershare Trust Company, N.A.

Attn: Security Control and Transfer (SCAT)

425 E Hennepin Avenue

Minneapolis, MN 55414


On the Closing Date, and upon completion of each
transfer of the Class PWV-RR Certificates during the applicable Transfer Restriction Period, the Certificate Administrator shall deliver
written confirmation to the Depositor, the applicable Retaining Sponsor and the Pooled HRR Retaining Party or Park West Village Retaining
Party, as applicable substantially in the form of Exhibit TT hereto evidencing its receipt of the Class PWV-RR Certificates.


The Certificate Administrator shall make available
to the Park West Village Retaining Party its respective account information as mutually agreed upon by the Certificate Administrator and
such party, and in accordance with the Certificate Administrator’s policies




    	 	-377-	 



    



    

and procedures. Any transfer of a Class PWV-RR Certificate shall
be subject to Section 5.03(g), Section 5.03(i), Section 5.03(j) and, if applicable, Section 5.03(o).


For the sake of clarity, after the applicable
Transfer Restriction Period, the Class PWV-RR Certificates may be transferred at the direction of the related Holder thereof in the same
manner prescribed herein for other Certificates, subject to Section 5.03(i).


Section 5.03       
Registration of Transfer and Exchange of Certificates. (a)  The Certificate Administrator shall keep or cause
to be kept at the Corporate Trust Office books (the “Certificate Register”) in which, subject to such reasonable regulations
as it may prescribe, the Certificate Administrator shall provide for the registration of Certificates and of Transfers and exchanges of
Certificates as herein provided (the Certificate Administrator, in such capacity, being the “Certificate Registrar”).
In such capacities, the Certificate Administrator shall be responsible for, among other things, (i) maintaining the Certificate Register
and a record of the aggregate holdings of Certificates of each Class of Non-Registered Certificates represented by a Temporary Regulation S
Book-Entry Certificate, a Regulation S Book-Entry Certificate and a Rule 144A Book-Entry Certificate and accepting
Certificates for exchange and registration of Transfer, (ii) holding the Class PWV-RR Certificates as Definitive Certificates on
behalf of each Holder of such Certificates and providing notice to the Retaining Sponsor of any attempts to transfer any such Certificate
and (iii) transmitting to the Depositor, the Master Servicer and the Special Servicer any notices from the Certificateholders. No fee
or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of Transfer or exchange
of any Certificate (other than Definitive Certificates) referred to in this Section 5.03.


(b)              
Subject to the restrictions on Transfer set forth in this Article V, upon surrender for registration of Transfer of
any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated Transferee or Transferees,
one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


(c)              
Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate. If a holder of a beneficial
interest in the Rule 144A Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes
at any time during the Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest in
the Temporary Regulation S Book-Entry Certificate of the same Class, or to Transfer its interest in such Rule 144A Book-Entry
Certificate to a Person who is required to take delivery thereof in the form of an interest in the Temporary Regulation S Book-Entry
Certificate of the same Class, such holder may, subject to the rules and procedures of the Depository, exchange or cause the exchange
of such interest for an equivalent beneficial interest in such Temporary Regulation S Book-Entry Certificate. Upon receipt by
the Certificate Registrar, as registrar, at its office designated in Section 5.07, of (1) instructions given in accordance
with the Depository’s procedures from a Depository Participant directing the Certificate Registrar to credit, or cause to be credited,
a beneficial interest in the Temporary Regulation S Book-Entry Certificate in an amount equal to the beneficial interest in the
Rule 144A Book-Entry Certificate to be exchanged, (2) a written order given in accordance with the Depository’s procedures
containing information regarding the Euroclear or Clearstream account to be credited with such increase and the name of such account and
(3) a certificate in the form of Exhibit I hereto given by the holder of such beneficial interest stating that the Transfer
of such interest has been made




    	 	-378-	 



    



    

in compliance with the Transfer restrictions
applicable to the Book-Entry Certificates and pursuant to and in accordance with Regulation S, then the Certificate Registrar
shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Book-Entry Certificate
and to increase, or cause to be increased, the Certificate Balance of the Temporary Regulation S Book-Entry Certificate by the
aggregate Certificate Balance of the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, to credit or
cause to be credited to the account of the Person specified in such instructions (who shall be the agent member of Euroclear or Clearstream,
or both) a beneficial interest in the Temporary Regulation S Book-Entry Certificate equal to the reduction in the Certificate
Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to be debited, from the account of the Person making
such exchange or Transfer the beneficial interest in the Rule 144A Book-Entry Certificate that is being exchanged or transferred.


(d)              
Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate. If a holder of a beneficial interest
in the Rule 144A Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any
time following the Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest in the
Regulation S Book-Entry Certificate of the same Class, or to Transfer its interest in such Rule 144A Book-Entry Certificate
to a Person who is required to take delivery thereof in the form of an interest in a Regulation S Book-Entry Certificate, such
holder may, subject to the rules and procedures of the Depository, exchange, or cause the exchange of, such interest for an equivalent
beneficial interest in such Regulation S Book-Entry Certificate. Upon receipt by the Certificate Registrar, as registrar, at
its office designated in Section 5.07, of (1) instructions given in accordance with the Depository’s procedures
from a Depository Participant directing the Certificate Registrar to credit or cause to be credited a beneficial interest in the Regulation S
Book-Entry Certificate in an amount equal to the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged,
(2) a written order given in accordance with the Depository’s procedures containing information regarding the participant account
of the Depository to be credited with such increase and (3) a certificate in the form of Exhibit J hereto given by the holder
of such beneficial interest stating (A) that the Transfer of such interest has been made in compliance with the Transfer restrictions
applicable to the Book-Entry Certificates and pursuant to and in accordance with Regulation S, or (B) that the Transferee
is otherwise entitled to hold its interest in the applicable Certificates in the form of an interest in the Regulation S Book-Entry
Certificate, without any registration of such Certificates under the Act (in which case such certificate shall enclose an Opinion of Counsel
to such effect and such other documents as the Certificate Registrar may reasonably require), then the Certificate Registrar shall instruct
the Depository to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Book-Entry Certificate and to increase,
or cause to be increased, the Certificate Balance of the Regulation S Book-Entry Certificate by the aggregate Certificate Balance
of the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, to credit or cause to be credited to the
account of the Person specified in such instructions a beneficial interest in the Regulation S Book-Entry Certificate equal to
the reduction in the Certificate Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to be debited, from
the account of the Person making such exchange or Transfer the beneficial interest in the Rule 144A Book-Entry Certificate that
is being exchanged or transferred.




    	 	-379-	 



    



    

(e)              
 Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to Rule 144A Book-Entry
Certificate. If a holder of a beneficial interest in a Temporary Regulation S Book-Entry Certificate or Regulation S
Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time to exchange its
interest in such Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate for an interest
in the Rule 144A Book-Entry Certificate of the same Class, or to Transfer its interest in such Temporary Regulation S Book-Entry
Certificate or Regulation S Book-Entry Certificate to a Person who is required to take delivery thereof in the form of an interest
in the Rule 144A Book-Entry Certificate, such holder may, subject to the rules and procedures of Euroclear or Clearstream, as
the case may be, and the Depository, exchange or cause the exchange of such interest for an equivalent beneficial interest in the Rule 144A
Book-Entry Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07,
of (1) instructions from Euroclear or Clearstream, if applicable, and the Depository, directing the Certificate Registrar, as registrar,
to credit or cause to be credited a beneficial interest in the Rule 144A Book-Entry Certificate equal to the beneficial interest
in the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to be exchanged, such instructions
to contain information regarding the participant account with the Depository to be credited with such increase, (2) with respect
to a Transfer of an interest in the Regulation S Book-Entry Certificate, information regarding the participant account of the
Depository to be debited with such decrease and (3) with respect to a Transfer of an interest in the Temporary Regulation S
Book-Entry Certificate for an interest in the Rule 144A Book-Entry Certificate (i) during the Restricted Period, a certificate
in the form of Exhibit K hereto given by the holder of such beneficial interest and stating that the Person transferring such
interest in the Temporary Regulation S Book-Entry Certificate reasonably believes that the Person acquiring such interest in
the Rule 144A Book-Entry Certificate is a Qualified Institutional Buyer or (ii) after the Restricted Period, an Investment
Representation Letter in the form of Exhibit C attached hereto from the Transferee to the effect that such Transferee is a
Qualified Institutional Buyer (an “Investment Representation Letter”) and is obtaining such beneficial interest in
a transaction meeting the requirements of Rule 144A, then the Certificate Registrar shall instruct the Depository to reduce, or cause
to be reduced, the Certificate Balance of the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry
Certificate and to increase, or cause to be increased, the Certificate Balance of the Rule 144A Book-Entry Certificate by the
aggregate Certificate Balance of the beneficial interest in the Temporary Regulation S Book-Entry Certificate or Regulation S
Book-Entry Certificate to be exchanged, and the Certificate Registrar shall instruct the Depository, concurrently with such reduction,
to credit, or cause to be credited, to the account of the Person specified in such instructions, a beneficial interest in the Rule 144A
Book-Entry Certificate equal to the reduction in the Certificate Balance of the Temporary Regulation S Book-Entry Certificate
or Regulation S Book-Entry Certificate and to debit, or cause to be debited, from the account of the Person making such Transfer
the beneficial interest in the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate
that is being transferred.


(f)               
Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate. Interests in a Temporary
Regulation S Book-Entry Certificate as to which the Certificate Registrar has received from Euroclear or Clearstream, as the
case may be, a certificate (a “Non-U.S. Beneficial Ownership Certification”) to the effect that Euroclear or Clearstream,
as applicable, has received a certificate substantially in the form of Exhibit L hereto




    	 	-380-	 



    



    

from the holder of a beneficial interest in
such Temporary Regulation S Book-Entry Certificate, shall be exchanged after the Restricted Period, for interests in the Regulation S
Book-Entry Certificate of the same Class. The Certificate Registrar shall effect such exchange by delivering to the Depository for
credit to the respective accounts of such holders, a duly executed and authenticated Regulation S Book-Entry Certificate, representing
the aggregate Certificate Balance of interests in the Temporary Regulation S Book-Entry Certificate initially exchanged for interests
in the Regulation S Book-Entry Certificate. The delivery to the Certificate Registrar by Euroclear or Clearstream of the certificate
or certificates referred to above may be relied upon by the Depositor and the Certificate Registrar as conclusive evidence that the certificate
or certificates referred to therein has or have been delivered to Euroclear or Clearstream pursuant to the terms of this Agreement and
the Temporary Regulation S Book-Entry Certificate. Upon any exchange of interests in the Temporary Regulation S Book-Entry
Certificate for interests in the Regulation S Book-Entry Certificate, the Certificate Registrar shall endorse the Temporary Regulation S
Book-Entry Certificate to reflect the reduction in the Certificate Balance represented thereby by the amount so exchanged and shall
endorse the Regulation S Book-Entry Certificate to reflect the corresponding increase in the amount represented thereby. Until
so exchanged in full and except as provided therein, the Temporary Regulation S Book-Entry Certificate, and the Certificates
evidenced thereby, shall in all respects be entitled to the same benefits under this Agreement as the Regulation S Book-Entry
Certificate and Rule 144A Book-Entry Certificate authenticated and delivered hereunder.


(g)              
Non-Book Entry Certificate to Book-Entry Certificate. If a holder of a Non-Book Entry Certificate (other than
(a) a Class R Certificate or (b) a Class PWV-RR Certificate during the applicable Transfer Restriction Period) wishes at any time
to exchange its interest in such Non-Book Entry Certificate for an interest in a Book-Entry Certificate of the same Class, or
to Transfer all or part of such Non-Book Entry Certificate to a Person who is entitled to take delivery thereof in the form of an
interest in a Book-Entry Certificate, such holder may, subject to the rules and procedures of Euroclear or Clearstream, if applicable,
and the Depository, cause the exchange of all or part of such Non-Book Entry Certificate for an equivalent beneficial interest in
the appropriate Book-Entry Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated
in Section 5.07, of (1) such Non-Book Entry Certificate, duly endorsed as provided herein, (2) instructions
from such holder directing the Certificate Registrar, as registrar, to credit, or cause to be credited, a beneficial interest in the applicable
Book-Entry Certificate equal to the portion of the Certificate Balance of the Non-Book Entry Certificate to be exchanged, such
instructions to contain information regarding the participant account with the Depository to be credited with such increase and (3) a
certificate in the form of Exhibit M hereto (in the event that the applicable Book-Entry Certificate is the Temporary
Regulation S Book-Entry Certificate), in the form of Exhibit N hereto (in the event that the applicable Book-Entry
Certificate is the Regulation S Book-Entry Certificate) or in the form of Exhibit O hereto (in the event that the
applicable Book-Entry Certificate is the Rule 144A Book-Entry Certificate), then the Certificate Registrar, as registrar,
shall cancel, or cause to be canceled, all or part of such Non-Book Entry Certificate, shall, if applicable, execute, authenticate
and deliver to the Transferor a new Non-Book Entry Certificate equal to the aggregate Certificate Balance of the portion retained
by such Transferor and shall instruct the Depository to increase, or cause to be increased, such Book-Entry Certificate by the aggregate
Certificate Balance of the portion of the Non-Book Entry Certificate to be exchanged and to credit, or cause to be credited, to the
account of the Person specified in




    	 	-381-	 



    



    

such instructions a beneficial interest in
the applicable Book-Entry Certificate equal to the Certificate Balance of the portion of the Non-Book Entry Certificate so canceled.
Upon the written direction of the Depositor (which may be by email to cts.cmbs.bond.admin@wellsfargo.com) or its Affiliate, the
Certificate Registrar shall execute any instrument as may be reasonably required by the Depository to effect such exchange.


(h)              
Non-Book Entry Certificates on Initial Issuance Only. Subject to the issuance of Definitive Certificates, if and when
permitted by Section 5.02(c), Section 5.02(d), and subject to the issuance and transfer of the Class PWV-RR Certificates
during the applicable Transfer Restriction Period in accordance with Section 5.03(i), no Non-Book Entry Certificate shall be
issued to a Transferee of an interest in any Rule 144A Book-Entry Certificate, Temporary Regulation S Book-Entry Certificate
or Regulation S Book-Entry Certificate or to a Transferee of a Non-Book Entry Certificate (or any portion thereof).


(i)                
Transfers of the Class PWV-RR Certificates. At all times, during the applicable Transfer Restriction Period, if a Transfer
of any Class PWV-RR Certificate after the Closing Date is to be made, then the Certificate Registrar shall refuse to register such transfer
unless it receives (and, upon receipt, may conclusively rely upon) each of the following sent to the Certificate Registrar and with a
copy to the applicable Retaining Sponsor and counsel at the addresses provided in Section 13.05: (A) a letter from the Holder of
the Class PWV-RR Certificate instructing the Certificate Registrar of its intention to release such Class PWV-RR Certificate from the
Retained Certificate Safekeeping Account and to transfer such Class PWV-RR Certificate, (B) a certification from such Certificateholder’s
prospective Transferee substantially in the form attached hereto as Exhibit D 3, which such certification must be countersigned
by the applicable Retaining Sponsor, (C) a certification from the Certificateholder desiring to effect such transfer substantially in
the form attached hereto as Exhibit D-4, which such certification must be countersigned by the applicable Retaining Sponsor, (D)
if such Class PWV-RR Certificate will be in the possession of the Certificate Administrator after such transfer, a W-9 completed by the
Transferee and (E) wire instructions and contact information of the Transferee. Upon receipt of the foregoing certifications, the Certificate
Registrar shall, subject to Section 5.02(e) and Section 5.03(a), facilitate the transfer of the Class PWV-RR Certificate
and reflect such Class PWV-RR Certificate in the name of the prospective Transferee and shall deliver written confirmation to the prospective
Transferee with a copy via e-mail to each of the Retaining Sponsor, the Depositor, the Transferor and counsel, of such transfer and the
safekeeping of such Class PWV-RR Certificate substantially in the form of Exhibit TT to this Agreement evidencing that such Class
PWV-RR Certificate is registered in the name of the prospective Transferee. After the termination of the applicable Transfer Restriction
Period, if a transfer of the Class PWV-RR Certificate s is to be made, then the Certificate Registrar shall refuse to register such transfer
unless it receives (and upon receipt may conclusively rely upon) each of the following: (A) a certification from such Certificateholder’s
prospective transferee substantially in the form attached hereto as Exhibit D-3 and (B) a certification from the Certificateholder
desiring to effect such transfer substantially in the form attached hereto as Exhibit D-4. For the avoidance of doubt, in no event
shall a Class PWV-RR Certificate be held as a Book-Entry Certificate during the applicable Transfer Restriction Period. After the applicable
Transfer Restriction Period, a Class PWV-RR Certificate may be transferred subject to the restrictions on transfer set forth in this Article
V. Any transfer of an interest in the Class




    	 	-382-	 



    



    

PWV-RR Certificate s that is not in compliance
with this Section 5.03 shall be null and void ab initio to the extent permitted under applicable law.


(j)                
In the event a Subsequent Third Party Purchaser or the Park West Village Third Party Purchaser seeks to cause the release or transfer
of any Class PWV-RR Certificates from the Retained Certificate Safekeeping Account, such Subsequent Third Party Purchaser or Park West
Village Third Party Purchaser, as the case may be, will be required to simultaneously deliver to the Certificate Administrator, the applicable
Retaining Sponsor and the Depositor (i) a written request for such release or transfer and (ii) a written request for the applicable Retaining
Sponsor’s consent to such release or transfer substantially in the form attached hereto as Exhibit D-5. The Certificate Administrator
may not consent to, or otherwise permit, any such release or transfer without obtaining the applicable Retaining Sponsor’s countersigned
request for consent.


(k)              
Other Exchanges. In the event that a Book-Entry Certificate is exchanged for a Definitive Certificate, such Certificates
may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of subsections (c)
through (f) above (including the certification requirements intended to ensure that such Transfers comply with Rule 144A or
Regulation S under the Act, at the case may be) and such other procedures as may from time to time be adopted by the Certificate
Registrar.


(l)                
Restricted Period. Prior to the termination of the Restricted Period with respect to the issuance of the Certificates, Transfers
of interests in the Temporary Regulation S Book-Entry Certificate to U.S. persons (as defined in Regulation S) shall be
limited to Transfers made pursuant to the provisions of subsection (e) above.


(m)            
If Non-Registered Certificates are issued upon the Transfer, exchange or replacement of Certificates bearing a restrictive
legend relating to compliance with the Act, or if a request is made to remove such legend on Certificates, the Non-Registered Certificates
so issued shall bear the restrictive legend, or such legend shall not be removed, as the case may be, unless there is delivered to the
Certificate Registrar such satisfactory evidence, which may include an Opinion of Counsel that neither such legend nor the restrictions
on Transfer set forth therein are required to ensure that Transfers thereof comply with the provisions of Rule 144A or Regulation S
under the Act. Upon provision of such satisfactory evidence, the Certificate Registrar shall authenticate and deliver Certificates that
do not bear such legend.


(n)              
All Certificates surrendered for registration of Transfer and exchange shall be canceled and subsequently destroyed by the Certificate
Registrar in accordance with the Certificate Registrar’s customary procedures.


(o)              
With respect to the ERISA Restricted Certificates, no sale, Transfer, pledge or other disposition (other than any initial Transfer
to the Initial Purchasers or Loan-Specific Initial Purchasers or, with respect to the Class PWV-RR Certificates, a Mortgage Loan Seller
or its Affiliate acting as Retaining Sponsor) of any such Certificate shall be made unless the Trustee and Certificate Administrator shall
have received either (i) a representation letter from the proposed purchaser or Transferee of such Certificate substantially in the
form of Exhibit F-1 attached hereto, to the effect that such proposed purchaser or Transferee is not and will not be (A) an
employee benefit plan or other plan subject to the fiduciary responsibility




    	 	-383-	 



    



    

provisions of ERISA or a plan subject to Section 4975
of the Code, or a governmental plan (as defined in Section 3(32) of ERISA) or any other plan subject to any federal, state or local
law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each,
a “Plan”) or (B) any person acting on behalf of any such Plan or using the assets of any such Plan (including
an entity whose underlying assets include Plan assets by reason of investment in the entity by such Plan and the application of Department
of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA) to acquire such Certificate, other than an insurance company
using the assets of its “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction
Class Exemption 95-60) under circumstances whereby the purchase and holding of such Certificates by such insurance company will be exempt
from the prohibited transaction provisions of ERISA and the Code under Sections I and III of Prohibited Transaction Class Exemption 95-60
(or, in the case of a Plan subject to Similar Law, where the purchase, holding and disposition by such Plan will not constitute or result
in a non-exempt violation of applicable Similar Law) or (ii) if such Certificate is presented for registration in the name of a purchaser
or Transferee that is any of the foregoing, an Opinion of Counsel in form and substance satisfactory to the Trustee, the Certificate Administrator
and the Depositor to the effect that the acquisition and holding of such Certificate by such purchaser or Transferee will not constitute
or result in a non-exempt “prohibited transaction” within the meaning of ERISA or Section 4975 of the Code or a non-exempt
violation of any Similar Law, and will not subject the Trustee, the Certificate Administrator, the Certificate Registrar, the Master Servicer,
the Special Servicer, any sub-servicer, the Initial Purchasers, the Loan-Specific Initial Purchasers, the Underwriters, the Operating
Advisor, the Asset Representations Reviewer or the Depositor to any obligation or liability (including obligations or liabilities under
ERISA, Section 4975 of the Code or any such Similar Law) in addition to those set forth in the Agreement. The Trustee and Certificate
Administrator shall not register the sale, Transfer, pledge or other disposition of any ERISA Restricted Certificate unless the Trustee
and Certificate Administrator have received either the representation letter described in clause (i) above or the Opinion
of Counsel described in clause (ii) above. The costs of any of the foregoing representation letters or Opinions of Counsel
shall not be borne by any of the Depositor, the Master Servicer, the Special Servicer, any sub-servicer, the Trustee, the Certificate
Administrator, the Certificate Registrar, the Initial Purchasers, the Underwriters, the Loan-Specific Initial Purchasers, the Operating
Advisor, the Asset Representations Reviewer or the Trust. Each Certificate Owner of an ERISA Restricted Certificate shall be deemed to
represent that it is not and will not become a Person specified in clauses (i)(A) or (i)(B) above. Any Transfer, sale,
pledge or other disposition of any ERISA Restricted Certificates that would constitute or result in a prohibited transaction under ERISA
or Section 4975 of the Code or violation of any Similar Law, or would otherwise violate the provisions of this Section 5.03(o)
shall be deemed absolutely null and void ab initio, to the extent permitted under applicable law.


(p)              
No Class R Certificate may be purchased by or transferred to any prospective purchaser or Transferee that is or will be a
Plan, or any person acting on behalf of any Plan or using the assets of any Plan (including an entity whose underlying assets include
Plan assets by reason of investment in the entity by such Plan and the application of Department of Labor Regulation § 2510.3-101,
as modified by Section 3(42) of ERISA) to purchase any Class R Certificate. Each prospective Transferee of a Class R Certificate
shall deliver to the Transferor and the Certificate Administrator a representation letter, substantially in the form of Exhibit F-2,
stating that the prospective Transferee is not and will not become a Plan or a person




    	 	-384-	 



    



    

acting on behalf of any Plan or using the assets
of any Plan (including an entity whose underlying assets include Plan assets by reason of investment in the entity by such Plan and the
application of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA). Each Holder of a Class R Certificate
shall be deemed to represent that it is not and will not become a Person specified in the second preceding sentence. Any attempted or
purported Transfer in violation of these Transfer restrictions shall be null and void ab initio and shall vest no rights in any
purported Transferee and shall not relieve the Transferor of any obligations with respect to the applicable Certificates.


Each Person who has or acquires
any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such Residual Ownership Interest to have agreed to
be bound by the following provisions and the rights of each Person acquiring any Residual Ownership Interest are expressly subject to
the following provisions:


(i)               
Each Person acquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire or hold
such Residual Ownership Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that is not a Permitted
Transferee. Any such Person shall promptly notify the Certificate Registrar of any change or impending change in its status (or the status
of the beneficial owner of such Residual Ownership Interest) as a Permitted Transferee. Any acquisition described in the first sentence
of this Section 5.03(p) by a Person who is not a Permitted Transferee or by a Person who is acting as an agent of a Person
who is not a Permitted Transferee shall be void ab initio and of no effect, and the immediately preceding owner who was a Permitted
Transferee shall be restored to registered and beneficial ownership of the Residual Ownership Interest as soon and as fully as possible.


(ii)              
No Residual Ownership Interest may be Transferred, and no such Transfer shall be registered in the Certificate Register, without
the express written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer, and such proposed
Transfer shall not be effective, without such consent with respect thereto. In connection with any proposed Transfer of any Residual Ownership
Interest, the Certificate Registrar shall, as a condition to such consent, (x) require the proposed Transferee to deliver, and the
proposed Transferee shall deliver to the Certificate Registrar and to the proposed Transferor, an affidavit in substantially the form
attached as Exhibit D-1 (a “Transferee Affidavit”) of the proposed Transferee (A) that such proposed
Transferee is a Permitted Transferee and (B) stating that (1) the proposed Transferee historically has paid its debts as they
have come due and intends to do so in the future, (2) the proposed Transferee understands that, as the holder of a Residual Ownership
Interest, it may incur tax liabilities in excess of cash flows generated by the residual interest, (3) the proposed Transferee intends
to pay taxes associated with holding the Residual Ownership Interest as they become due, (4) the proposed Transferee will not cause
income with respect to the Residual Ownership Interest to be attributable to a foreign permanent establishment or fixed base, within the
meaning of an applicable income tax treaty, of such proposed Transferee or any other U.S. Tax Person, (5) the proposed Transferee
will not Transfer the Residual Ownership Interest to any Person that does not provide a Transferee Affidavit or as to which the proposed
Transferee has actual knowledge that such Person is not a Permitted Transferee or is acting as an agent




    	 	-385-	 



    



    

(including a broker, nominee or other
middleman) for a Person that is not a Permitted Transferee, and (6) the proposed Transferee expressly agrees to be bound by and to
abide by the provisions of this Section 5.03(p) and (y) other than in connection with the initial issuance of a Class R
Certificate, require a statement from the proposed Transferor substantially in the form attached as Exhibit D-2 (the “Transferor
Letter”), that the proposed Transferor has no actual knowledge that the proposed Transferee is not a Permitted Transferee and
has no actual knowledge or reason to know that the proposed Transferee’s statements in its Transferee Affidavit are false.


(iii)               
Notwithstanding the delivery of a Transferee Affidavit by a proposed Transferee under clause (ii) above, if a Responsible
Officer of the Certificate Registrar has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer to such
proposed Transferee shall be effected and such proposed Transfer shall not be registered on the Certificate Register; provided,
however, the Certificate Registrar shall not be required to conduct any independent investigation to determine whether a proposed
Transferee is a Permitted Transferee. Upon notice to the Certificate Registrar that there has occurred a Transfer to any Person that is
a Disqualified Organization or an agent thereof (including a broker, nominee or middleman) in contravention of the foregoing restrictions,
and in any event not later than sixty (60) days after a request for information from the Transferor of such Residual Ownership Interest
or such agent, the Certificate Registrar agrees to furnish to the Internal Revenue Service and the Transferor of such Residual Ownership
Interest or such agent such information necessary to the application of Section 860E(e) of the Code as may be required by the Code,
including, but not limited to, the present value of the total anticipated excess inclusions with respect to such Class R Certificate
(or portion thereof) for periods after such Transfer. At the election of the Certificate Registrar, the Certificate Registrar may charge
a reasonable fee for computing and furnishing such information to the Transferor or to such agent referred to above; provided,
however, that such Persons shall in no event be excused from furnishing such information.


(q)              
The Class R Certificates may only be transferred to and owned by Qualified Institutional Buyers.


(r)               
Notwithstanding any other provision of this Agreement, the Certificate Administrator shall comply with all federal withholding
requirements respecting payments to Certificateholders and other payees of interest or original issue discount that the Certificate Administrator
reasonably believes are applicable under the Code. The consent of Certificateholders or payees shall not be required for such withholding,
and the Certificateholders shall be required to provide the Certificate Administrator with such forms and such other information reasonably
required by the Certificate Administrator. If the Certificate Administrator does withhold any amount from interest or original issue discount
payments or advances thereof to any Certificateholder or payee pursuant to federal withholding requirements, the Certificate Administrator
shall indicate the amount withheld to such Person. Such amounts shall be deemed to have been distributed to such Persons for all purposes
of this Agreement.


(s)               
Each beneficial owner of a Certificate or any interest therein that is a Plan subject to ERISA or Section 4975 of the Code
(an “ERISA Plan”) or is acting on behalf of or




    	 	-386-	 



    



    

using the assets of such an ERISA Plan, as
a condition of its purchase of such Certificate, will be deemed to have represented and warranted that (i) none of the Depositor,
Mortgage Loan Sellers, the Trust, any Underwriter, any Initial Purchaser, the Trustee, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer, or any of their respective affiliated entities,
has provided any investment recommendation or investment advice on which the ERISA Plan or the fiduciary making the investment decision
for the ERISA Plan has relied in connection with the decision to acquire Certificates, and they are not otherwise acting as a fiduciary
(within the meaning of Section 3(21) of ERISA or Section 4975(e)(3) of the Code) to the ERISA Plan in connection with the ERISA
Plan’s acquisition of Certificates (unless an applicable prohibited transaction exemption is available (all of the conditions of
which are satisfied) to cover the purchase and holding of the Certificates or the transaction is not otherwise prohibited), and (ii) the
ERISA Plan fiduciary making the decision to acquire the Certificates is exercising its own independent judgment in evaluating the investment
in the Certificates.


Section 5.04       
Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate and
(b) there is delivered to the Certificate Registrar such security or indemnity as may be required by it to save it harmless, then,
in the absence of actual notice to the Certificate Registrar that such Certificate has been acquired by a bona fide purchaser, the Certificate
Registrar shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate,
a new Certificate of like tenor and interest in the Trust. In connection with the issuance of any new Certificate under this Section 5.04,
the Certificate Registrar may require the payment of a sum sufficient to cover any expenses (including the fees and expenses of the Certificate
Registrar) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete
and indefeasible evidence of ownership in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time.


Section 5.05       
Persons Deemed Owners. The Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Certificate
Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered as the owner of such Certificate
for the purpose of receiving distributions as provided in this Agreement and for all other purposes whatsoever, and none of the Master
Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate Registrar, or any agent of any of them shall
be affected by any notice to the contrary; provided, however, that to the extent that a party to this Agreement responsible
for distributing any report, statement or other information required to be distributed to Certificateholders has been provided an Investor
Certification, such party to this Agreement shall distribute such report, statement or other information to such beneficial owner (or
prospective Transferee).


Section 5.06       
Access to List of Certificateholders’ Names and Addresses; Special Notices. (a) The Certificate Registrar shall
maintain in as current form as is reasonably practicable the most recent list available to it of the names and addresses of the Certificateholders.
If any Certificateholder that has provided an Investor Certification (i) requests in writing from the Certificate Registrar a list
of the names and addresses of




    	 	-387-	 



    



    

Certificateholders, (ii) states that such
Certificateholder desires to communicate with other Certificateholders with respect to its rights under this Agreement or under the Certificates
and (iii) provides a copy of the communication which Certificateholder proposes to transmit, then the Certificate Registrar shall,
within ten (10) Business Days after the receipt of such request, afford such Certificateholder (at such Certificateholder’s sole
cost and expense) access during normal business hours to a current list of the Certificateholders related to the Class of Certificates
held by such Certificateholder. Every Certificateholder, by receiving and holding a Certificate, agrees that the Certificate Registrar
shall not be held accountable by reason of the disclosure of any such information as to the list of the Certificateholders or the identity
of the Directing Certificateholder hereunder, regardless of the source from which information was derived. The Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and the Depositor shall be entitled to a list of the names
and addresses of Certificateholders from time to time upon request therefor.


(b)              
(i)  The Certificate Administrator shall include in any Form 10-D any written request received in accordance with
Section 11.04(a) prior to the Distribution Date to which the Form 10-D relates (and on or after the Distribution Date preceding
such Distribution Date) from a Certificateholder or Certificate Owner to communicate with other Certificateholders or Certificate Owners
related to Certificateholders or Certificate Owners exercising their rights under the terms of this Agreement. Any Form 10-D containing
such disclosure (a “Special Notice”) regarding the request to communicate shall include the following and no more than
the following (a) the name of the Certificateholder or Certificate Owner making the request, (b) the date the request was received,
(c) a statement to the effect that the Certificate Administrator has received such request, stating that such Certificateholder or
Certificate Owner is interested in communicating with other Certificateholders or Certificate Owners with regard to the possible exercise
of rights under this Agreement, and (d) a description of the method other Certificateholders or Certificate Owners may use to contact
the requesting Certificateholder or Certificate Owner. It is hereby understood that a disclosure in substantially the following form shall
be deemed to satisfy the requirements in the preceding sentence: “On [date], the Certificate Administrator received from [name],
a Certificateholder or Certificate Owner, a request to communicate with other Certificateholders and Certificate Owners in the securitization
transaction to which this report on Form 10-D relates (the “Securitization”). The requesting Certificateholder or Certificate
Owner is interested in communicating with other Certificateholders and Certificate Owners with regard to the possible exercise of rights
under the pooling and servicing agreement governing the Securitization. Other Certificateholders and Certificate Owners may contact the
requesting Certificateholder or Certificate Owner at [telephone number], [email address] and/or [mailing address].”


(ii)              
In verifying the identity of any Certificateholder or Certificate Owner in connection with any request to communicate, (i) if
the Certificateholder or Certificate Owner is the holder of record with respect to any Certificate, the Certificate Administrator shall
not require any further verification or (ii) if the Certificateholder or Certificate Owner is not the holder of record with respect
to any Certificate, the Certificate Administrator shall require no more than (x) a written certification from such Certificateholder
or Certificate Owner that it is the beneficial owner of a Certificate and (y) another document confirming ownership of such Certificate
(e.g., trade confirmation, account statement, or a letter from a broker-dealer). The Certificate Administrator shall




    	 	-388-	 



    



    

not have any obligation to verify the
information provided by any Certificateholder or Certificate Owner in any request to communicate and may rely on such information conclusively.
Additionally, any expenses the Certificate Administrator incurs in connection with any request to communicate shall be paid by the Trust.


Section 5.07       
Maintenance of Office or Agency. The Certificate Registrar shall maintain or cause to be maintained an office or offices
or agency or agencies where Certificates may be surrendered for registration of Transfer or exchange and where notices and demands to
or upon the Certificate Registrar in respect of the Certificates and this Agreement may be served. The Certificate Registrar initially
designates its office at 600 South 4th Street, 7th Floor, Minneapolis, Minnesota 55415 as its office for such purposes.
The Certificate Registrar shall give prompt written notice to the Certificateholders and the Mortgagors of any change in the location
of the Certificate Register or any such office or agency.


Section 5.08       
Appointment of Certificate Administrator. (a)  Computershare Trust Company, National Association, is hereby initially
appointed Certificate Administrator in accordance with the terms of this Agreement (including, as applicable, any agents or affiliates
utilized thereby). If the Certificate Administrator resigns or is terminated, the Trustee shall appoint a successor certificate administrator
which may be the Trustee or an Affiliate thereof to fulfill the obligations of the Certificate Administrator hereunder which must satisfy
the eligibility requirements set forth in Section 8.06.


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


(c)              
The Certificate Administrator, at the expense of the Trust (but only if such amount constitutes “unanticipated expenses incurred
by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)), may consult with counsel and the
advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken
or suffered or omitted by it hereunder in good faith and in accordance therewith.


(d)              
The Certificate Administrator shall not be personally liable for any action reasonably taken, suffered or omitted by it in good
faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement.


(e)              
The Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly
or by or through agents, affiliates or attorneys; provided, however, that the appointment of such agents, affiliates or
attorneys shall not relieve the Certificate Administrator of its duties or obligations hereunder.


(f)               
The Certificate Administrator shall not be responsible for any act or omission of the Trustee, the Master Servicer, the Special
Servicer or the Depositor.


Section 5.09       
[Reserved].



    	 	-389-	 



    



    




Section 5.10       
Voting Procedures. With respect to any matters submitted to Certificateholders for a vote, the Certificate Administrator
shall administer such vote through the Depository with respect to Book-Entry Certificates and directly with registered Holders by mail
with respect to Definitive Certificates. In each case, such vote shall be administered in accordance with the following procedures, unless
different procedures are otherwise described herein with respect to a specific vote:


(a)              
Any matter submitted to Certificateholders for a vote shall be announced in a notice prepared by the Certificate Administrator.
Such notice shall include the record date determined by the Certificate Administrator for purposes of the vote and a voting deadline which
shall be no less than thirty (30) days and no later than sixty (60) days after the date such notice is distributed. The notice and related
ballot shall be sent to Holders of Book-Entry Certificates through the Depository and by mail to the registered Holders of Definitive
Certificates. In addition, the notice and related ballot shall be posted to the Certificate Administrator’s Website. Notices delivered
in this manner shall be considered delivered to all Holders regardless of whether any Holder actually receives the notice and ballot.


(b)              
In connection with any vote administered pursuant to this Agreement, voting Holders shall be required to certify their holdings
in the manner set forth on the ballot, unless a specific manner is otherwise provided herein. Holders may only vote in accordance with
their Voting Rights. Voting Rights with respect to any outstanding Class of Certificates shall be calculated by the Certificate Administrator
in accordance with the definition of Voting Rights as of the record date for the vote. Only Classes with an outstanding Certificate Balance
greater than zero as of the record date of the vote shall be permitted to vote. Once a Holder has cast its vote, the vote may be changed
or retracted on or before the vote deadline. Any changes or retractions shall be communicated by the Certificateholder to the Certificate
Administrator in writing on a ballot. After the vote deadline has passed, votes may not be changed or retracted by any Holder unless the
Holder wishing to change or retract its vote holds a sufficient portion of the Voting Rights such that the Holder, by its vote alone,
could approve or deny the proposition subject to a vote without taking into consideration the votes cast by any other Holder. Transferees
or purchasers of any Class of Certificates are subject to and shall be bound by all votes of Holders initiated or conducted prior to its
acquisition of such Certificate.


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




    	 	-390-	 



    



    

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


(e)              
If any party to this Agreement believes a vote of Certificateholders is needed for some matter related to the administration of
the Trust that is not specifically contemplated herein, such party may request the Certificate Administrator to conduct a vote and the
Certificate Administrator will conduct the requested vote in accordance with these procedures. Unless specifically provided herein, all
such votes require a majority of Certificateholders to carry a proposition.


[End of Article V]


Article VI



THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, the Operating Advisor, THE ASSET REPRESENTATIONS REVIEWER, THE DIRECTING CERTIFICATEHOLDER
and the risk retention consultation party


Section 6.01       
Representations, Warranties and Covenants of the Master Servicer, Special Servicer, the Operating Advisor and the Asset Representations
Reviewer. (a)  The Master Servicer, for itself only, hereby represents, warrants and covenants to the Trustee, for its own
benefit and the benefit of the Certificateholders, the Risk Retention Consultation Party, each Serviced Companion Noteholder, the Depositor,
the Certificate Administrator, the Special Servicer, the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date,
that:


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


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




    	 	-391-	 



    



    

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


(iv)               
This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and
binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable
bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’ rights generally,
and, to the extent applicable, the rights of creditors of national banks or of “financial companies” (as defined in Section
201 of the Dodd-Frank Act) or their Affiliates and (B) general principles of equity, regardless of whether such enforcement is considered
in a proceeding in equity or at law;


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


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


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


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


(ix)               
To the actual knowledge of the Master Servicer, the Master Servicer is not Risk Retention Affiliated with any Retaining Party or
the Park West Village Third Party Purchaser.




    	 	-392-	 



    



    

(b)                
 Each Special Servicer, for itself only, hereby represents, warrants and covenants to the Trustee, for its own benefit and the
benefit of the Certificateholders, the Risk Retention Consultation Party, each Serviced Companion Noteholder, the Depositor, the Certificate
Administrator, the Master Servicer, the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that:


(i)                 
The Special Servicer is (A) in the case of Argentic Services Company LP, as Special Servicer, a limited partnership, duly
organized, validly existing and in good standing under the laws of the State of Delaware, and (B) in the case of the Park West Village
Special Servicer, a national banking association, duly organized, validly existing and in good standing under the laws of the United States
of America, and in each case, each Special Servicer is in compliance with the laws of each State in which any Mortgaged Property is located
to the extent necessary to perform its obligations under this Agreement;


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


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


(iv)              
This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and
binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable
bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’ rights generally,
and, to the extent applicable, the rights of creditors of national banks or of “financial companies” (as defined in Section
201 of the Dodd-Frank Act) or their Affiliates and (B) general principles of equity, regardless of whether such enforcement is considered
in a proceeding in equity or at law;


(v)                
The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order regulation
or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer’s good faith
and reasonable judgment,




    	 	-393-	 



    



    

is likely to materially and adversely
affect the ability of the Special Servicer to perform its obligations under this Agreement;


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


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


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


(c)               
The Operating Advisor hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders,
the Risk Retention Consultation Party, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Master Servicer
and the Special Servicer, as of the Closing Date, that:


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


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


(iii)              
The Operating Advisor has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this Agreement, has




    	 	-394-	 



    



    

duly authorized the execution, delivery
and performance of this Agreement, and has duly executed and delivered this Agreement;


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


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


(vi)             
The Operating Advisor has errors and omissions insurance coverage that is in full force and effect, which complies with the requirements
of Section 3.07;


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


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


(ix)               
The Operating Advisor is an Eligible Operating Advisor.


(d)                
The Asset Representations Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders,
the Risk Retention Consultation Party and to the Depositor, the Master Servicer, the Special Servicer and the Certificate Administrator,
as of the Closing Date, that:


(i)                    
The Asset Representations Reviewer is a limited liability company, duly organized, validly existing and in good standing under
the laws of the State of Delaware,




    	 	-395-	 



    



    

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


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


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


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


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


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


(vii)         
The Asset Representations Reviewer has errors and omissions coverage that is in full force and effect, which complies with the
requirements of Section 3.07;




    	 	-396-	 



    



    

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


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


(e)                  
The representations and warranties set forth in paragraphs (a)-(d) above shall survive the execution and delivery of this
Agreement. Upon receipt of written notice or actual knowledge by any party to this Agreement (or upon written notice thereof from any
Certificateholder or any Companion Holder) of a breach of any of the representations and warranties set forth in this Section which materially
and adversely affects the interests of any party to this Agreement, the Certificateholders, the party discovering such breach shall give
prompt written notice to the other parties hereto, each certifying Certificateholder, and, prior to the occurrence and continuance of
a Control Termination Event, the Directing Certificateholder.


Section 6.02       
Liability of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer.
The Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer shall be liable
in accordance herewith only to the extent of the respective obligations specifically imposed upon and undertaken by the Depositor, the
Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer herein.


Section 6.03       
Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer or the
Asset Representations Reviewer. (a)  Subject to subsection (b) below, the Depositor, the Master Servicer and
the Special Servicer each will keep in full effect its existence, rights and franchises as an entity under the laws of the jurisdiction
of its incorporation or organization, and each will obtain and preserve its qualification to do business as a foreign entity in each jurisdiction
in which qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any
of the Mortgage Loans or Companion Loans and to perform its respective duties under this Agreement.


(b)              
The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer each may
be merged or consolidated with or into any Person, or Transfer all or substantially all of its assets (which may be limited to all or
substantially all of its assets related to commercial mortgage loan servicing or commercial mortgage surveillance, as the case may be)
to any Person, in which case any Person resulting from any merger or consolidation to which the Depositor, the Master Servicer, the Special
Servicer, the Operating Advisor, or the Asset Representations Reviewer shall be a party, or any




    	 	-397-	 



    



    

Person succeeding to the business of the Depositor,
the Master Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations Reviewer, shall be the successor of the
Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations Reviewer (such Person, in the
case of the Master Servicer or the Special Servicer, in each of the foregoing cases, the “Surviving Entity”), as the
case may be, hereunder, without the execution or filing of any paper (other than an assumption agreement wherein the successor shall agree
to perform the obligations of and serve as the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, or the Asset
Representations Reviewer, as the case may be, in accordance with the terms of this Agreement) or any further act on the part of any of
the parties hereto, anything herein to the contrary notwithstanding; provided, however, that with respect to such merger,
consolidation or succession, Rating Agency Confirmation is received from each Rating Agency with respect to the Classes of Certificates
and, with respect to any class of Serviced Companion Loan Securities, a confirmation is received from each applicable rating agency that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates as described in Section 3.25); provided, further, that if the Master Servicer, the
Special Servicer, the Asset Representations Reviewer or the Operating Advisor enters into a merger and the Master Servicer, the Special
Servicer, the Asset Representations Reviewer or the Operating Advisor, as applicable, is the surviving entity under applicable law, the
Master Servicer, the Special Servicer or the Operating Advisor, as applicable, shall not, as a result of the merger, be required to provide
a Rating Agency Confirmation with respect to ratings of the Classes of Certificates or, with respect to any class of Serviced Companion
Loan Securities, a confirmation of the rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings; provided, further, that for so long as the Trust, and, with respect to any Companion Loan included
as part of the trust in a related Other Securitization, is subject to the reporting requirements of the Exchange Act, if the Master Servicer,
the Special Servicer or the Operating Advisor notifies the Depositor in writing (a “Merger Notice”) of any such merger,
consolidation, conversion or other change in form, and the Depositor or the depositor in such Other Securitization, as the case may be,
notifies the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, in writing that the Depositor or the depositor
in such Other Securitization, as the case may be, has discovered that such successor entity has not complied with its Exchange Act reporting
obligations under any other commercial mortgage loan securitization (and specifically identifying the instance of noncompliance), then
it shall be an additional condition to such succession that the Depositor or the depositor in such Other Securitization, as the case may
be, shall have consented (which consent shall not be unreasonably withheld or delayed) to such successor entity. Notwithstanding the foregoing,
no Master Servicer, Special Servicer or Operating Advisor may remain the Master Servicer, Special Servicer or Operating Advisor, as applicable,
under this Agreement after (x) being merged or consolidated with or into any Person that is a Prohibited Party, or (y) transferring
all or substantially all of its assets to any Person if such Person is a Prohibited Party, except to the extent (i) the Master Servicer,
the Special Servicer or Operating Advisor, as applicable, is the Surviving Entity of such merger, consolidation or transfer and has been
and continues to be in compliance with its Regulation AB reporting obligations hereunder or (ii) the Depositor consents to such merger,
consolidation or transfer, which consent shall not be unreasonably withheld. If, within sixty (60) days following the date of delivery
of the Merger




    	 	-398-	 



    



    

Notice to the Depositor or the depositor in
such Other Securitization, as the case may be, the Depositor or depositor in such Other Securitization, as the case may be, shall have
failed to notify the Master Servicer or the Special Servicer, as applicable, in writing of the Depositor’s determination, or depositor’s
determination, in the case of an Other Securitization, to grant or withhold such consent, such failure shall be deemed to constitute a
grant of such consent. If the conditions to the provisions in the second preceding sentence are not met, the Trustee may terminate, and
if the conditions set forth in the third proviso of the third preceding sentence are not met the Trustee shall terminate, the applicable
Surviving Entity’s servicing of the Mortgage Loans pursuant hereto, such termination to be effected in the manner set forth in Section 7.01.


(i)               
The Asset Representations Reviewer shall keep in full effect its existence and rights as an entity under the laws of the jurisdiction
of its organization, and shall be in compliance with the laws of all jurisdictions to the extent necessary to perform its duties under
this Agreement.


(ii)              
Any Person into which the Asset Representations Reviewer may be merged or consolidated, or any Person resulting from any merger
or consolidation to which the Asset Representations Reviewer shall be a party, or any Person succeeding to the business of the Asset Representations
Reviewer, shall be the successor of the Asset Representations Reviewer hereunder, and shall be deemed to have assumed all of the liabilities
and obligations of such Asset Representations Reviewer hereunder, without the execution or filing of any paper or any further act on the
part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the Trustee
has received a Rating Agency Confirmation with respect to such successor or surviving Person.


Section 6.04       
Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer and Others. (a)  None of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent),
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer or any of the partners, directors, officers, shareholders,
members, managers, employees or agents of any of the foregoing shall be under any liability to the Trust, the Certificateholders or the
Companion Holders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for
errors in judgment; provided, however, that (i) this provision shall not protect the Depositor, the Master Servicer
(including in its capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor, the Asset Representations Reviewer
or any such Person against any breach of warranties or representations made by it herein or any liability which would otherwise be imposed
by reason of willful misconduct, bad faith or negligence in the performance of such party’s obligations or duties or by reason of
negligent disregard of such party’s obligations and duties hereunder. The Depositor, the Master Servicer (including in its capacity
as Companion Paying Agent), the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and any partner, director,
officer, shareholder, member, manager, employee or agent of the Depositor, the Master Servicer (including in its capacity as Companion
Paying Agent), the Special Servicer, the Operating Advisor or the Asset Representations Reviewer may rely on any document of any kind
which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the
Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer,




    	 	-399-	 



    



    

the Operating Advisor, the Asset Representations
Reviewer and their respective affiliates and any partner, director, officer, shareholder, member, manager, employee or agent of any of
the foregoing shall be indemnified and held harmless by the Trust against any and all claims, losses, penalties, fines, forfeitures, reasonable
legal fees and related costs, judgments, and any other costs, liabilities, fees 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, the Mortgage Loans, the Companion Loans, the Trust or the Certificates, other than any loss, liability or
expense: (i) specifically required to be borne thereby pursuant to the terms hereof; (ii) incurred in connection with any breach
of a representation or warranty made by it herein; (iii) incurred by reason of bad faith, willful misconduct or negligence in the
performance of its obligations or duties hereunder, or by reason of negligent disregard of such obligations or duties; or (iv) in
the case of the Depositor and any of its partners, directors, officers, shareholders, members, managers, employees and agents, incurred
in connection with any violation by any of them of any state or federal securities law. In addition, absent actual fraud (as determined
by a final non-appealable court order), neither the Trustee nor the Certificate Administrator (including in its capacity as Custodian,
Certificate Registrar and 17g-5 Information Provider) shall be liable for special, punitive, indirect or consequential loss or damage
of any kind whatsoever (including but not limited to lost profits), even if the Trustee or the Certificate Administrator has been advised
of the likelihood of such loss or damage and regardless of the form of action. Each of the Master Servicer (including in its capacity
as Companion Paying Agent), the Special Servicer, the Operating Advisor and the Asset Representations Reviewer conclusively may rely on,
and shall be protected in acting or refraining from acting upon, any resolution, officer’s certificate, certificate of auditors
or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, financial statement, agreement, appraisal,
bond or other document (in electronic or paper format) as contemplated by and in accordance with this Agreement and reasonably believed
or in good faith believed by the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Operating
Advisor or the Asset Representations Reviewer to be genuine and to have been signed or presented by the proper party or parties and each
of them may consult with counsel, in which case any written advice of counsel or Opinion of Counsel shall be full and complete authorization
and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice
or Opinion of Counsel.


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




    	 	-400-	 



    



    

passu nature of such Serviced Companion
Loan); provided, however, that if a Serviced Whole Loan and/or the holder of any related Companion Loan are involved, such
expenses, costs and liabilities will be payable out of funds related to the applicable Serviced Whole Loan in accordance with the related
Intercreditor Agreement and will also be payable out of the other funds in the Collection Account if amounts on deposit with respect
to such Serviced Whole Loan are insufficient therefor. If any such expenses, costs or liabilities relate to a Mortgage Loan or Companion
Loan, then any subsequent recovery on that Mortgage Loan or Companion Loan, as applicable, will be used to reimburse the Trust for any
amounts advanced for the payment of such expenses, costs or liabilities. In such event, the legal expenses and costs of such action,
proceeding, hearing or examination and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust, and the
Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor and
the Asset Representations Reviewer shall be entitled to be reimbursed therefor out of amounts attributable to the Mortgage Loans or the
Companion Loan on deposit in the Collection Account (including, without duplication, any subaccount thereof), as provided by Section 3.05(a)(xii).


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


(d)              
Each of the Trustee and the Certificate Administrator (including in its role as Custodian), respectively agrees to indemnify the
Depositor, the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special Servicer, the Certificate




    	 	-401-	 



    



    

Administrator (in the case of the Trustee),
the Trustee (in the case of the Certificate Administrator), the Operating Advisor, the Asset Representations Reviewer and the Trust and
any partner, director, officer, shareholder, member, manager employee or agent thereof, and hold them harmless, from and against any and
all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs (including, without limitation, in connection
with the enforcement of such indemnified party’s rights under this Agreement), judgments, and any other costs, liabilities, fees
and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence of the Trustee
or the Certificate Administrator, respectively, in the performance of its obligations and duties under this Agreement or by reason of
negligent disregard by the Trustee or the Certificate Administrator, respectively, of its duties and obligations hereunder or by reason
of breach of any representations or warranties made herein; provided that such indemnity shall not cover indirect or consequential
damages. The Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer or the Operating Advisor, as the
case may be, shall immediately notify the Trustee and the Certificate Administrator, respectively, if a claim is made by a third party
with respect to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Trustee or the Certificate
Administrator shall assume the defense of such claim (with counsel reasonably satisfactory to the Depositor, the Master Servicer (including
in its capacity as Companion Paying Agent, if applicable), the Special Servicer, the Asset Representations Reviewer or the Operating Advisor)
and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which
may be entered against it or them in respect of such claim. Any failure to so notify the Trustee or the Certificate Administrator shall
not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Trustee’s
or the Certificate Administrator’s defense of such claim is materially prejudiced thereby.


(e)              
The Depositor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the
Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trust
and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against
any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs (including, without limitation, in
connection with the enforcement of such indemnified party’s rights under this Agreement), judgments, and any other costs, liabilities,
fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence of the Depositor,
in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the Depositor of its duties
and obligations hereunder or by reason of breach of any representations or warranties made herein; provided that such indemnity
shall not cover indirect or consequential damages. The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall immediately notify the Depositor if a claim is
made by a third party with respect to this Agreement, whereupon the Depositor shall assume the defense of such claim (with counsel reasonably
satisfactory to the Master Servicer (including in its capacity as Companion Paying Agent, if applicable) or the Special Servicer) and
pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which
may be entered against it or them in respect of such claim. Any failure to so notify the Depositor shall not affect any rights any of
the foregoing Persons may have to indemnification under this




    	 	-402-	 



    



    

Agreement or otherwise, unless the Depositor’s
defense of such claim is materially prejudiced thereby.


(f)               
The Operating Advisor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent, if applicable),
the Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Asset Representations Reviewer and the Trust and
any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against any
and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs (including,
without limitation, in connection with the enforcement of such indemnified party’s rights under this Agreement), liabilities, fees
and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence of the Operating
Advisor, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the Operating Advisor
of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein; provided that
such indemnity shall not cover indirect or consequential damages. The Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Asset Representations Reviewer or the Depositor, as the case may be, shall immediately notify the Operating Advisor
if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder,
whereupon the Operating Advisor shall assume the defense of such claim (with counsel reasonably satisfactory to the Master Servicer (including
in its capacity as Companion Paying Agent), the Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations
Reviewer or the Depositor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy
any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Operating Advisor
shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Operating
Advisor’s defense of such claim is materially prejudiced thereby.


(g)              
Neither the Operating Advisor nor its Affiliates or any of the partners, directors, officers, shareholders, members, managers,
employees or agents of the Operating Advisor shall be under any liability to any Certificateholder for any action taken or for refraining
from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that
this provision shall not protect the Operating Advisor against any liability which would otherwise be imposed by reason of willful misconduct,
bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations and duties hereunder.


(h)              
The Asset Representations Reviewer agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent,
if applicable), the Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Operating Advisor and the Trust and
any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against any
and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs (including, without limitation, in connection
with the enforcement of such indemnified party’s rights under this Agreement), judgments, and any other costs, liabilities, fees
and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence of the Asset
Representations Reviewer, in the performance of its obligations and duties under this Agreement or by reason of negligent




    	 	-403-	 



    



    

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


(i)                
The applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Certificate Administrator,
Non-Serviced Operating Advisor, Non-Serviced Asset Representations Reviewer, Non-Serviced Paying Agent, Non-Serviced Depositor and
Non-Serviced Trustee, and any of their respective partners, directors, officers, shareholders, members, managers, employees or agents
and the applicable Non-Serviced Trust (collectively, the “Non-Serviced Indemnified Parties”), shall be indemnified
by the Trust and held harmless against the Trust’s pro rata share (subject to the applicable Non-Serviced Intercreditor
Agreement) of any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs,
liabilities, fees and expenses incurred in connection with the servicing and administration of a Non-Serviced Mortgage Loan and the
related Non-Serviced Mortgaged Property (or with respect to the Non-Serviced Operating Advisor and/or Non-Serviced Asset Representations
Reviewer, incurred in connection with the provision of services for such Non-Serviced Mortgage Loan) under the applicable Non-Serviced
PSA or this Agreement (as and to the same extent the applicable Non-Serviced Trust is required to indemnify such parties in respect of
other mortgage loans in the applicable Non-Serviced Trust pursuant to the terms of the related Non-Serviced PSA and, in the case of the
applicable Non-Serviced Trust, to the extent of any additional trust fund expenses with respect to the related Non-Serviced Whole Loan
under the related Non-Serviced PSA).


(j)                
For purposes of this Section 6.04 and Section 11.12, the Master Servicer or Special Servicer, as the case may be,
will be deemed not to have engaged in willful misconduct or committed bad faith or negligence in the performance of their respective obligations
and duties hereunder or acted in negligent disregard of such obligations and duties if the Master Servicer or the Special Servicer, as
applicable, fails to follow any terms of any Mortgage Loan documents because the Master Servicer or the Special Servicer, as applicable,
in accordance with the Servicing Standard, determines that compliance with such terms would or potentially would cause an Adverse REMIC
Event (for which determination the Master Servicer and the Special Servicer will be entitled to rely on advice of counsel, the cost of
which will be reimbursed as an additional expense of the Trust).




    	 	-404-	 



    



    

The indemnification provided
herein shall survive the termination of this Agreement and the termination or resignation of the Master Servicer (including in its capacity
as Companion Paying Agent, if applicable), the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or
the Asset Representations Reviewer.


Section 6.05       
Depositor, Master Servicer and Special Servicer Not to Resign. Subject to the provisions of Section 6.03, neither
the Master Servicer nor the Special Servicer shall resign from their respective obligations and duties hereby imposed on each of them
except upon (a) determination that such party’s duties hereunder are no longer permissible under applicable law or are in material
conflict by reason of applicable law with any other activities carried on by it or (b) in the case of the Master Servicer or the
Special Servicer, upon the appointment of, and the acceptance of such appointment by, a successor master servicer or special servicer,
as applicable, and receipt by the Certificate Administrator and the Trustee of Rating Agency Confirmation from each Rating Agency and
a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its
then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25). Any such determination permitting the resignation of the Master Servicer or the Special Servicer
pursuant to clause (a) above shall be evidenced by an Opinion of Counsel (at the expense of the resigning party) to such effect
delivered to the Trustee and (prior to the occurrence of a Consultation Termination Event) the Directing Certificateholder. Unless applicable
law requires the resignation of the Master Servicer or the Special Servicer (as the case may be) to be effective immediately, and the
Opinion of Counsel delivered pursuant to the prior sentence so states, no such resignation by the Master Servicer or the Special Servicer
shall become effective until the Trustee or a successor master servicer or successor special servicer, as applicable, shall have assumed
the Master Servicer’s or Special Servicer’s, as applicable, responsibilities and obligations in accordance with Section 7.02
and no such resignation by the Master Servicer or the Special Servicer shall become effective until the Certificate Administrator shall
have filed any required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings have been completed with
respect to any related Companion Loan. Upon any termination (as described in Section 7.01(c)) or resignation of the Master
Servicer or the Special Servicer, pursuant to this Section 6.05, the Master Servicer or the Special Servicer, as applicable,
shall have the right and opportunity to appoint any successor master servicer or special servicer with respect to this Section 6.05;
provided that, such successor master servicer or special servicer shall not be the Asset Representations Reviewer, the Operating
Advisor or one of their respective Affiliates and (prior to the occurrence and continuance of a Control Termination Event) such successor
special servicer is approved by the Directing Certificateholder, such approval not to be unreasonably withheld. The resigning party shall
pay all reasonable out-of-pocket costs and expenses (including reasonable out-of-pocket costs and expenses incurred by the Trustee and
the Certificate Administrator) associated with a transfer of its duties pursuant to this Section 6.05. Except as provided
in Section 7.01(c), in no event shall the Master Servicer or the Special Servicer have the right to appoint any successor
master servicer or special servicer if such Master Servicer or Special Servicer, as applicable, is terminated or removed pursuant to Section 7.01.


Section 6.06       
Rights of the Depositor in Respect of the Master Servicer and the Special Servicer. The Depositor may, but is not obligated
to, enforce the obligations of the




    	 	-405-	 



    



    

Master Servicer and the Special Servicer hereunder
and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer and the Special
Servicer hereunder or exercise the rights of the Master Servicer or Special Servicer, as applicable, hereunder; provided, however,
that the Master Servicer and the Special Servicer shall not be relieved of any of their respective obligations hereunder by virtue of
such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability for any action or failure
to act by the Master Servicer or the Special Servicer and is not obligated to supervise the performance of the Trustee, the Master Servicer,
the Operating Advisor or the Special Servicer under this Agreement or otherwise.


Section 6.07       
The Master Servicer and the Special Servicer as Certificate Owner. The Master Servicer, the Special Servicer or any Affiliate
thereof may become the Holder of (or, in the case of a Book-Entry Certificate, Certificate Owner with respect to) any Certificate
with (except as otherwise set forth in the definition of “Certificateholder”) the same rights it would have if it were
not the Master Servicer, the Special Servicer or an Affiliate thereof.


Section 6.08       
The Directing Certificateholder and the Risk Retention Consultation Party. (a) (A)
Other than with respect to any Serviced AB Whole Loan for which the related holder of an AB Subordinate Companion Loan is not subject
to an AB Control Appraisal Period, for so long as no Control Termination Event has occurred and is continuing, the Directing Certificateholder
shall be entitled to advise (1) the Special Servicer with respect to all Specially Serviced Loans (other than any Excluded Loan with
respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class) and (2) the Special Servicer with
respect to Non-Specially Serviced Loans (other than any Excluded Loan with respect to the Directing Certificateholder or the Holder of
the majority of the Controlling Class), as to all matters constituting Major Decisions and (B) the Risk Retention Consultation
Party shall (other than with respect to an Excluded Loan as to such party) be entitled to consult on a strictly non-binding basis with
the Special Servicer with respect to any Major Decision (provided that prior to the occurrence and continuance of a Consultation
Termination Event, the related Mortgage Loan must also be a Specially Serviced Loan). For the avoidance of doubt, any consultation with
the Risk Retention Consultation Party under this Agreement shall occur only upon request of the Risk Retention Consultation Party, and
any such consultation shall be on a strictly non-binding basis and shall be subject to all limitations with respect to the procedures
and timing of such consultation set forth in this Section 6.08. Notwithstanding anything herein
to the contrary, except as set forth in, and in any event subject to, the second and third paragraphs of this Section 6.08,
(i) the Master Servicer shall not be permitted to take (A) with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance
of an AB Control Appraisal Period, any “major decision” (as defined in the related Intercreditor Agreement) unless the consent
of the related AB Whole Loan Controlling Holder has been obtained by the Special Servicer or (B) any of the following actions irrespective
of whether any such Major Decision constitutes a “major decision” under, and as defined in, the related Intercreditor Agreement
(each a “Major Decision”) unless it has obtained the consent of the Special Servicer (except as otherwise provided
for in the first proviso following the Major Decisions listed below) and (ii) with respect to any Mortgage Loan (other than any Non-Serviced
Mortgage Loan or any Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class)
or any Serviced Whole Loan, for so long as no Control Termination Event has occurred and is continuing (such limitation not to be applicable
to




    	 	-406-	 



    



    

a Loan-Specific Directing Certificateholder),
the Special Servicer shall not be permitted to take any of the following actions or consent to the Master Servicer’s taking any
of the following actions (except as otherwise provided for in the first proviso following the Major Decisions listed below) as to which
the Directing Certificateholder has objected in writing (i) with respect to any Major Decision other than pursuant to clause (xi)
below, within ten (10) Business Days (or with respect to any Major Decision related to the Park West Village Whole Loan other than pursuant
to clause (xv) of the definition of “Park West Village Major Decision”, fifteen (15) Business Days) and
(ii) within thirty (30) days with respect to clause (xi) below or clause (xv) of the definition of “Park West
Village Major Decision”, in each case, after the Directing Certificateholder’s receipt of the Special Servicer’s written
recommendation, which may be in the form of an Asset Status Report, and analysis and all information reasonably requested by the Directing
Certificateholder, and reasonably available to the Special Servicer in order to grant or withhold such consent, which report may (in the
case of a Major Decision processed by the Special Servicer, in the sole discretion of the Special Servicer) take the form of an Asset
Status Report (the “Major Decision Reporting Package”) (provided that if such written objection has not been
received by the Special Servicer within such ten (10) Business Day (or with respect to the Park West Village Whole Loan, fifteen
(15) Business Day) or thirty (30) day period, then the Directing Certificateholder will be deemed to have
approved such action):


(A) with respect to any Mortgage Loan other
than the Park West Village Mortgage Loan:


(i)               
any proposed or actual foreclosure upon or comparable conversion (which may include acquisition of an REO Property) of the ownership
of properties securing such of the Mortgage Loans (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loans as come into and continue
in default;


(ii)           
any modification, consent to a modification or waiver of any monetary term (other than late fees and Default Interest) or material non-monetary
term (including, without limitation, the timing of payments and acceptance of discounted payoffs) of a Mortgage Loan (other than any
Non-Serviced Mortgage Loan) or Serviced Whole Loan or any extension of the maturity date of such Mortgage Loan or Serviced Whole Loan;


(iii)         
following a default or an event of default with respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole
Loan, any exercise of remedies, including the acceleration of the Mortgage Loan or Serviced Whole Loan or initiation of any proceedings,
judicial or otherwise, under the related Mortgage Loan documents;


(iv)            
any sale of a Defaulted Loan or REO Property or a defaulted loan that is a Non-Serviced Mortgage Loan that the Special Servicer
is permitted to sell, in each case for less than the applicable Purchase Price;


(v)            
any determination to bring a Mortgaged Property or an REO Property into compliance with applicable environmental laws or to otherwise
address Hazardous Materials located at a Mortgaged Property or an REO Property;




    	 	-407-	 



    



    

(vi)             
 any release of material collateral or any acceptance of substitute or additional collateral for a Mortgage Loan (other than a Non-Serviced
Mortgage Loan) or Serviced Whole Loan or any consent to either of the foregoing, other than (1) the release of collateral securing any
Mortgage Loan in connection with a defeasance, (2) the acceptance of substitute or additional collateral in the form of non-callable
United States Treasury obligations in connection with a defeasance; or (3) immaterial condemnation actions and other similar takings,
or if otherwise required pursuant to the specific terms of the related Mortgage Loan documents and for which there is no lender discretion;


(vii)        
any waiver of a “due on sale” or “due on encumbrance” clause with respect to a Mortgage Loan (other than
any Non-Serviced Mortgage Loan) or a Serviced Whole Loan or any consent to such waiver or consent to a transfer of the Mortgaged Property
or interests in the Mortgagor;


(viii)             
any property management company changes with respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) with a Stated
Principal Balance greater than $2,500,000, including, without limitation, approval of the termination of a manager and appointment of
a new property manager, or franchise changes (with respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole
Loan, in each case, for which lender consent or approval is required under the Mortgage Loan documents);


(ix)         
releases of any material amounts from escrow accounts, reserve accounts or letters of credit held as performance escrows or reserves,
other than those required pursuant to the specific terms of the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) or a Serviced
Whole Loan and for which there is no lender discretion;


(x)              
any acceptance of an assumption agreement or any other agreement permitting a transfer of interests in a Mortgagor, guarantor or
other obligor or releasing a Mortgagor, guarantor or other obligor from liability under a Mortgage Loan (other than any Non-Serviced Mortgage
Loan) or Serviced Whole Loan other than pursuant to the specific terms of such Mortgage Loan or Serviced Whole Loan and for which there
is no lender discretion;


(xi)               
any determination of an Acceptable Insurance Default;


(xii)          
any modification, waiver or amendment of any lease, the execution of any new lease or the granting of a subordination and non-disturbance
or attornment agreement in connection with any lease, at a Mortgaged Property if (A) the lease involves a Ground Lease or lease of an
outparcel or affects an area greater than or equal to the lesser of (I) 30% of the net rentable area of the improvements at the Mortgaged
Property and (II) 30,000 square feet of the improvements at the Mortgaged Property and (B) such transaction either is not a routine leasing
matter or such transaction relates to a Specially Serviced Loan; provided, that if lender consent is not required for such transaction
pursuant to the Mortgage Loan documents, such transaction will not constitute a Major Decision;




    	 	-408-	 



    



    

(xiii)          
 any material modification, waiver or amendment of an Intercreditor Agreement, co-lender agreement or similar agreement with any
mezzanine lender or subordinate debt holder related to a Mortgage Loan (other than a Non-Serviced Mortgage Loan), or any action to enforce
rights (or decision not to enforce rights) with respect thereto, or any material modification, waiver or amendment thereof; provided,
however, that any such modification or amendment that would (a) materially increase the scope of the Master Servicer’s obligations
under the subject agreement or this Agreement, (b) reduce any compensation due to Master Servicer or modify the obligations of noteholders
to pay their pro rata share of compensation due to the Master Servicer, under the subject agreement or this Agreement, (c) change
the terms related to any advancing obligations or right to reimbursement, including related to reimbursement of advances, or interest
on advances, or the obligations of noteholders to pay their pro rata share of such advances or interest thereon, under the subject
agreement or this Agreement, (d) modify the Master Servicer’s right to reimbursement of any expense or the obligations of noteholders
to pay their pro rata share of expenses as provided for in the subject agreement or this Agreement, or cause the Master Servicer
to incur additional expenses other than as provided for in the subject agreement or this Agreement, or (e) modify the timing of reports
or remittances required to be delivered by the Master Servicer under the subject agreement or this Agreement, will additionally require
the consent of the Master Servicer as a condition to its effectiveness;


(xiv)        
any incurrence of additional debt by a Mortgagor or any mezzanine financing by any beneficial owner of a Mortgagor (to the extent
that the lender has consent rights pursuant to the related Mortgage Loan documents (for purposes of the determination whether a lender
has such consent rights pursuant to the related Mortgage Loan documents, any Mortgage Loan document provision that requires that an Intercreditor
Agreement be reasonably or otherwise acceptable to the lender shall constitute such consent rights)); or


(xv)        
any determination by the Master Servicer to transfer a Mortgage Loan or Serviced Whole Loan to the Special Servicer under the circumstances
described in clause (iv) of the definition of “Servicing Transfer Event”; and


(B) with respect to
the Park West Village Mortgage Loan, the Park West Village Major Decisions;


provided, however, that notwithstanding
the foregoing, the Master Servicer and Special Servicer may mutually agree that the Master Servicer shall process and obtain the prior
consent of the Special Servicer with respect to any of the Major Decisions with respect to any Non-Specially Serviced Loan and the Master
Servicer and the Special Servicer shall each be entitled to 50% of any Excess Modification Fees, assumption, consent, loan-service transaction
fees and earnout fees (other than assumption application fees, defeasance fees and review fees) paid in connection with such matters,
whether or not the Master Servicer processes such request; provided, further, that, in the event that the Special Servicer
or Master Servicer (in the event the Master Servicer is otherwise authorized by this Agreement to take such action), as applicable, determines
that




    	 	-409-	 



    



    

immediate action, with respect to the foregoing
matters (or any other matter requiring the consent of (i) the Directing Certificateholder with respect to any Mortgage Loan other than
an Excluded Loan, prior to the occurrence and continuance of a Control Termination Event in this Agreement (or any matter requiring consultation
with the Directing Certificateholder, the Risk Retention Consultation Party or the Operating Advisor) or (ii) with respect to the Serviced
AB Whole Loan, the AB Whole Loan Controlling Holder, prior to the occurrence and continuance of an AB Control Appraisal Period) is necessary
to protect the interests of the Certificateholders (or, with respect to any Serviced Whole Loan, the interest of the Certificateholders
and the holders of any related Serviced Companion Loan) (as a collective whole (taking into account the subordinate or pari passu
nature of any Companion Loans)), the Special Servicer or the Master Servicer, as the case may be, may take any such action without waiting
for the Directing Certificateholder’s response or the AB Whole Loan Controlling Holder’s response (or without waiting to consult
with the Directing Certificateholder, the Risk Retention Consultation Party or the Operating Advisor, as the case may be); provided
that the Special Servicer or the Master Servicer, as the case may be, provides the Directing Certificateholder (or the Operating Advisor,
if applicable) and the Risk Retention Consultation Party (if applicable) with prompt written notice following such action including a
reasonably detailed explanation of the basis therefor. The Special Servicer is not required to obtain the consent of the Directing Certificateholder
for any of the foregoing actions or any other matter requiring consent of the Directing Certificateholder after the occurrence and during
the continuance of a Control Termination Event; provided, however, that, after the occurrence and during the continuance
of a Control Termination Event but, with respect to the Directing Certificateholder only, prior to the occurrence of a Consultation Termination
Event, the Special Servicer shall consult with the Directing Certificateholder in connection with any Major Decision not relating to any
Excluded Loan (and any other actions which otherwise require consultation with the Directing Certificateholder prior to the occurrence
and continuance of a Consultation Termination Event hereunder) and consider alternative actions recommended by the Directing Certificateholder,
in respect thereof. Additionally, upon request, the Special Servicer shall consult with the Risk Retention Consultation Party on a non-binding
basis (provided, that prior to the occurrence and continuance of a Consultation Termination Event, the related Mortgage Loan must
also be a Specially Serviced Loan) in connection with any Major Decision not relating to an Excluded Loan and consider alternative actions
recommended by the Risk Retention Consultation Party in respect thereof. In the event the Special Servicer receives no response from the
Directing Certificateholder or the Risk Retention Consultation Party within ten (10) Business Days (or with respect to the Directing Certificateholder
and the Park West Village Whole Loan, fifteen (15) Business Days) following its written request for input on any required consultation,
the Special Servicer shall not be obligated to consult with the Directing Certificateholder or the Risk Retention Consultation Party on
the specific matter; provided, however, that the failure of the Directing Certificateholder or the Risk Retention
Consultation Party to respond shall not relieve the Special Servicer from consulting with the Directing Certificateholder or the Risk
Retention Consultation Party on any future matters with respect to the applicable Mortgage Loan or any other Mortgage Loan. In addition,
after the occurrence and during the continuance of a Control Termination Event and with respect to any AB Mortgage Loan, after the occurrence
and during the continuance of both a Control Termination Event and an AB Control Appraisal Period, the Special Servicer will also be required
to consult with the Operating Advisor in connection with any proposed Major Decision (and any other actions which otherwise require consultation
with




    	 	-410-	 



    



    

the Operating Advisor after the occurrence
and during the continuance of a Control Termination Event hereunder) and consider alternative actions recommended by the Operating Advisor,
in respect thereof, provided that such consultation is on a non-binding basis. In the event that the Special Servicer receives
no response from the Operating Advisor within ten (10) Business Days following the later of (i) its written request for input on
any required consultation and (ii) delivery of all such additional information reasonably requested by the Operating Advisor related
to the subject matter of such consultation, the Special Servicer shall not be obligated to consult with the Operating Advisor on the specific
matter; provided, however, that the failure of the Operating Advisor to respond on any specific matters shall not relieve
the Special Servicer from its obligation to consult with the Operating Advisor on any future matter with respect to the applicable Mortgage
Loan or any other Mortgage Loan. Notwithstanding anything herein to the contrary, with respect to any Excluded Loan with respect to the
Directing Certificateholder or the Holder of the majority of the Controlling Class (regardless of whether a Control Termination Event,
a Consultation Termination Event or an Operating Advisor Consultation Event has occurred and is continuing), the Special Servicer shall
consult with the Operating Advisor, on a non-binding basis, in connection with the related transactions involving proposed Major Decisions
and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth
in this Section 6.08 for consulting with the Operating Advisor.


In addition, with respect
to any Mortgage Loan other than an Excluded Loan, for so long as no Control Termination Event has occurred and is continuing, the Directing
Certificateholder subject to any rights, if any, of the related Companion Holder to advise the Special Servicer with respect to the related
Serviced Whole Loan, pursuant to the terms of the related Intercreditor Agreement, may direct the Special Servicer to take, or to refrain
from taking, such other actions with respect to a Mortgage Loan, as the Directing Certificateholder may deem advisable or as to which
provision is otherwise made herein; provided that notwithstanding anything herein to the contrary, no such direction or objection
contemplated by the first paragraph of this Section 6.08(a) or this paragraph, may require or cause the Master Servicer or
Special Servicer to violate any provision of any Mortgage Loan or related Intercreditor Agreement or mezzanine intercreditor agreement,
applicable law, this Agreement, or the REMIC Provisions (and, with respect to a Serviced Whole Loan, subject to the rights of the holders
of the related Companion Loan), including without limitation the obligation of the Master Servicer and the Special Servicer to act in
accordance with the Servicing Standard, or expose the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer, the Trust or the Trustee to liability, or materially expand the scope of the responsibilities
of the Master Servicer or the Special Servicer, as applicable, hereunder or cause the Master Servicer or the Special Servicer, as applicable,
to act, or fail to act, in a manner which in the reasonable judgment of the Master Servicer or the Special Servicer, as applicable, is
not in the best interests of the Certificateholders.


In the event the Special
Servicer or Master Servicer, as applicable, determines that a refusal to consent by the Directing Certificateholder (or the AB Whole Loan
Controlling Holder, as applicable) or any advice from the Directing Certificateholder, the Risk Retention Consultation Party, the Operating
Advisor or the AB Whole Loan Controlling Holder, as applicable, would cause the Special Servicer or Master Servicer, as applicable, to
violate the terms of any Mortgage Loan, applicable law or this Agreement, including without limitation, the




    	 	-411-	 



    



    

Servicing Standard, the Special Servicer or
Master Servicer, as applicable, shall disregard such refusal to consent or advise and notify the Directing Certificateholder, the Risk
Retention Consultation Party, the Operating Advisor or the AB Whole Loan Controlling Holder, as applicable, the Trustee and the Rating
Agencies of its determination, including a reasonably detailed explanation of the basis therefor. The taking of, or refraining from taking,
any action by the Master Servicer or Special Servicer in accordance with the direction of or approval of the Directing Certificateholder,
the Risk Retention Consultation Party, the Operating Advisor or the AB Whole Loan Controlling Holder, as applicable, that does not violate
the terms of any Mortgage Loan, applicable law or the Servicing Standard or any other provisions of this Agreement, will not result in
any liability on the part of the Master Servicer or the Special Servicer.


In addition, with respect
to any matter for which the consent of the Directing Certificateholder is required or for which the Directing Certificateholder has the
right to direct the Master Servicer or the Special Servicer, to the extent no specific time period for deemed consent is expressly stated,
in the event no response from the Directing Certificateholder is received within 10 Business Days (or, solely with respect to the Park
West Village Whole Loan, 15 Business Days) following written request for input and all reasonably requested information on any required
consent or direction, the Directing Certificateholder shall be deemed to have consented or approved on the specific matter; provided,
however, that the failure of the Directing Certificateholder to respond will not affect any future matters with respect to the
applicable Mortgage Loan or Serviced Whole Loan or any other Mortgage Loan.


The Directing Certificateholder
shall have no liability to the Trust or the Certificateholders for any action taken, or for refraining from the taking of any action,
or for errors in judgment; provided, however, that the Directing Certificateholder (exclusive of a Loan-Specific Directing
Certificateholder) shall not be protected against any liability to a Controlling Class Certificateholder that would otherwise be imposed
by reason of willful misconduct, bad faith or negligence in the performance of duties owed to the Controlling Class Certificateholders
or by reason of reckless disregard of obligations or duties owed to the Controlling Class Certificateholders. By its acceptance of a Certificate,
each Certificateholder acknowledges and agrees that the Directing Certificateholder may take actions that favor the interests of one or
more Classes of the Certificates including the Holders of the Controlling Class over other Classes of the Certificates, and that the Directing
Certificateholder may have special relationships and interests that conflict with those of Holders of some Classes of the Certificates,
that the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class, including the Holders of
the Controlling Class, that the Directing Certificateholder does not have any duties or liability to the Holders of any Class of Certificates
other than the Controlling Class except in the case of a Loan-Specific Directing Certificateholder, that the Directing Certificateholder
shall not be liable to any Certificateholder, by reason of its having acted solely in the interests of the Holders of the Controlling
Class, and that the Directing Certificateholder shall have no liability whatsoever for having so acted, and no Certificateholder may take
any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal thereof for having
so acted.


The Risk Retention Consultation
Party shall have no liability to the Trust or the Certificateholders for any action taken, or for refraining from the taking of any action,
or for




    	 	-412-	 



    



    

errors in judgment; provided, however,
that the Risk Retention Consultation Party shall not be protected against any liability to the Holder of the VRR Interest that appointed
the Risk Retention Consultation Party that would otherwise be imposed by reason of willful misconduct, bad faith or gross negligence in
the performance of duties owed to such Holder of the VRR Interest or by reason of reckless disregard of obligations or duties owed to
such Holder of the VRR Interest. By its acceptance of a Certificate, each Certificateholder acknowledges and agrees that the Risk Retention
Consultation Party may take actions that favor the interests of one or more Classes of the Certificates over other Classes of the Certificates,
and that the Risk Retention Consultation Party may have special relationships and interests that conflict with those of Holders of some
Classes of the Certificates, that the Risk Retention Consultation Party may act solely in the interests of the Holder of the VRR Interest,
that the Risk Retention Consultation Party does not have any duties or liability to the Holders of any Class of Certificates other than
the Holder of the VRR Interest, that the Risk Retention Consultation Party shall not be liable to any Holder of a Certificate other than
the VRR Interest by reason of its having acted solely in the interests of the Holder of the VRR Interest, and that the Risk Retention
Consultation Party shall have no liability whatsoever for having so acted, and no Certificateholder may take any action whatsoever against
the Risk Retention Consultation Party or any director, officer, employee, agent or principal thereof for having so acted.


Any Non-Serviced Whole Loan
Controlling Holder, with respect to a Non-Serviced Whole Loan, shall have no liability to the Trust or the Certificateholders for
any action taken, or for refraining from the taking of any action, or for errors in judgment. By its acceptance of a Certificate, each
Certificateholder acknowledges and agrees that any such Non-Serviced Whole Loan Controlling Holder, with respect to the related Non-Serviced
Whole Loan, may take actions that favor the interests of one or more classes of the certificates issued under the related Non-Serviced
PSA including the Holders of the controlling class under such Non-Serviced PSA over other Classes of the Certificates, and that such Non-Serviced
Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, may have special relationships and interests that conflict
with those of Holders of some Classes of the Certificates, that such Non-Serviced Whole Loan Controlling Holder, with respect to such
Non-Serviced Whole Loan, may act solely in the interests of the Holders of the controlling class under the related Non-Serviced PSA, that
such Non-Serviced Whole Loan Controlling Holder, shall not be liable to any Certificateholder, by reason of its having acted solely in
the interests of the Holders of the controlling class under the related Non-Serviced PSA, and that such Non-Serviced Whole Loan Controlling
Holder, with respect to such Non-Serviced Whole Loan, shall have no liability whatsoever for having so acted, and no Certificateholder
may take any action whatsoever against such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan,
or any director, officer, employee, agent or principal thereof for having so acted.


At any time that the Park
West Village Loan-Specific Controlling Class Certificateholder is the holder of a majority of the Class PWV-B Certificates and the Class
PWV-B Certificates are the Park West Village Loan-Specific Controlling Class, it may waive its right (a) to appoint the Park West Village
Directing Holder and (b) to exercise any of the Park West Village Directing Holder’s rights set forth herein by irrevocable written
notice delivered to the Depositor, Certificate Administrator, Master Servicer, Special Servicer and Operating Advisor. During such time,
the Special Servicer shall consult with only the Operating Advisor in connection with Asset Status Reports and material special servicing
actions to the extent set forth




    	 	-413-	 



    



    

herein, and no Park West Village Loan-Specific
Controlling Class Certificateholder will be recognized or have any right to replace the Special Servicer or approve or be consulted with
respect to Asset Status Reports or material special servicer actions. Any such waiver will remain effective until such time as the Park
West Village Loan-Specific Controlling Class Certificateholder sells or transfers all or a portion of its interest in the Certificates
to an unaffiliated third party if such unaffiliated third party then holds the majority of the Park West Village Loan-Specific Controlling
Class after giving effect to such transfer. Following any such sale or transfer of the Class PWV-B certificates, the successor Class PWV-B
Certificateholder that is the Park West Village Loan-Specific Controlling Class Certificateholder will be reinstated as, and will again
have the rights of, the Park West Village Loan-Specific Controlling Class Certificateholder without regard to any prior waiver by the
predecessor certificateholder that was the Park West Village Loan-Specific Controlling Class Certificateholder. The successor Class PWV-B
certificateholder that is the Park West Village Loan-Specific Controlling Class Certificateholder will also have the right to irrevocably
waive its right to appoint the Park West Village Directing Holder and to exercise any of the rights of the Park West Village Loan-Specific
Controlling Class Certificateholder.


(b)              
Notwithstanding anything to the contrary contained herein (i) after the occurrence and during the continuance of a Control
Termination Event (and at any time with respect to any Non-Serviced Mortgage Loan and any Excluded Loan and, prior to the occurrence and
continuance of an AB Control Appraisal Period, the Serviced AB Whole Loan), the Directing Certificateholder (other than any Loan-Specific
Directing Certificateholder) shall have no right to consent to or direct any action taken or not taken by any party to this Agreement;
(ii) after the occurrence and during the continuance of a Control Termination Event but prior to the occurrence of a Consultation
Termination Event, the Directing Certificateholder shall remain entitled to receive any notices, reports or information to which it is
entitled pursuant to this Agreement, and the Master Servicer, Special Servicer and any other applicable party shall consult with the Directing
Certificateholder and, with respect to any Specially Serviced Loan, the Risk Retention Consultation Party (in each case, other than with
respect to any Non-Serviced Mortgage Loan and any Excluded Loan) in connection with any action to be taken or refrained from taking to
the extent set forth herein; and (iii) after the occurrence of a Consultation Termination Event (and at any time with respect to
any Non-Serviced Mortgage Loan and any Excluded Loan), the Directing Certificateholder (other than any Loan-Specific Directing Certificateholder)
shall have no direction, consultation or consent rights hereunder and no right to receive any notices, reports or information (other than
notices, reports or information required to be delivered to all Certificateholders) or any other rights as Directing Certificateholder
and, other than with respect to any Excluded Loan, the Risk Retention Consultation Party shall remain entitled to receive any notices,
reports or information to which it is entitled pursuant to this Agreement, and the Special Servicer and any other applicable party shall
consult with the Risk Retention Consultation Party to the extent set forth herein in connection with any action to be taken or refrained
from being taken to the extent set forth herein.


With respect to the Park
West Village Whole Loan, if a Park West Village Note B-A Control Appraisal Period is ongoing but a Park West Village Note B-A Consultation
Termination Event has not occurred, the Park West Village Loan-Specific Controlling Class Representative shall be entitled to consult
on a strictly non-binding basis with the Special Servicer. With respect to the Park West Village Whole Loan, if a Park West Village Note
B-B




    	 	-414-	 



    



    

Control Appraisal Period is ongoing but a Park
West Village Note B-B Consultation Termination Event has not occurred, the Park West Village Note B-B Subordinate Companion Loan Holder
shall be entitled to consult on a strictly non-binding basis with the Special Servicer.


Prior to the occurrence and
continuance of an Operating Advisor Consultation Event, the Special Servicer shall provide each Major Decision Reporting Package to the
Operating Advisor promptly after the Special Servicer receives the Directing Certificateholder’s approval or deemed approval of
such Major Decision Reporting Package; provided, however, that with respect to any Non-Specially Serviced Loan no Major Decision
Reporting Package shall be required to be delivered (and the Special Servicer will use reasonable efforts not to deliver such Major Decision
Reporting Package) prior to the occurrence and continuance of an Operating Advisor Consultation Event. After the occurrence and during
the continuance of an Operating Advisor Consultation Event (whether or not a Control Termination Event is continuing), the Special Servicer
shall provide each Major Decision Reporting Package to the Operating Advisor simultaneously with the Special Servicer’s written
request for the Operating Advisor’s input regarding the related Major Decision (which written request and Major Decision Reporting
Package may be delivered in one notice), as set forth in this Section 6.08.


In addition, if an Operating
Advisor Consultation Event has occurred and is continuing, the Special Servicer will also be required to deliver a Major Decision Reporting
Package to the Operating Advisor and consult with the Operating Advisor in connection with any proposed Major Decision that it is processing
(and any other actions which otherwise require consultation with the Operating Advisor) and consider alternative actions recommended by
the Operating Advisor, in respect thereof, provided that such consultation is on a non-binding basis. In the event that the
Special Servicer receives no response from the Operating Advisor within ten (10) Business Days following the later of (i) its
written request for input (which initial request is required to include the related Major Decision Reporting Package) on any required
consultation and (ii) delivery of all such additional information reasonably requested by the Operating Advisor that is in possession
of the Special Servicer, as applicable, related to the subject matter of such consultation, the Special Servicer shall not be obligated
to consult with the Operating Advisor on the specific matter; provided, however, that the failure of the Operating Advisor
to respond on any specific matters shall not relieve the Special Servicer from its obligation to consult with the Operating Advisor on
any future matter with respect to the applicable Mortgage Loan or any other Mortgage Loan. Notwithstanding anything herein to the contrary,
with respect to any applicable Excluded Loan related to the Directing Certificateholder (regardless of whether an Operating Advisor Consultation
Event has occurred and is continuing), the Master Servicer, the Special Servicer or the related Excluded Special Servicer, as applicable,
shall consult with the Operating Advisor, on a non-binding basis, in connection with the related transactions involving proposed Major
Decisions that it is processing and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance
with the procedures set forth in this Section 6.08 for consulting with the Operating Advisor.


In connection with the Directing
Certificateholder’s or Operating Advisor’s right to consent or consult with respect to a Major Decision, as applicable, if
the Master Servicer or the Special Servicer determines that action is necessary to protect a Mortgaged Property or the interests of the
Certificateholders from potential harm if such action is not taken, or if a failure to take any such action at such time would be inconsistent
with Servicing Standard, the Master




    	 	-415-	 



    



    

Servicer or the Special Servicer may take actions
with respect to such Mortgaged Property before the expiration of the applicable period for the Operating Advisor or Directing Certificateholder
to respond as described in this section, if the Master Servicer or the Special Servicer reasonably determines in accordance with Servicing
Standard that failure to take such actions before the expiration of such period would materially adversely affect the interest of the
Certificateholders, and the Master Servicer or the Special Servicer has made a reasonable effort to contact the Operating Advisor or the
Directing Certificateholder, as applicable.


After the occurrence and
during the continuance of a Consultation Termination Event, the Directing Certificateholder (other than any Loan-Specific Directing
Certificateholder) shall have no consultation or consent rights hereunder and shall have no right to receive any notices, reports or information
(other than notices, reports or information required to be delivered to all Certificateholders) or any other rights as Directing Certificateholder.
However, the Directing Certificateholder shall maintain the right to exercise its Voting Rights for the same purposes as any other Certificateholder.


Notwithstanding anything
herein to the contrary, at any time that Argentic Services Company LP or an affiliate thereof is appointed as the Risk Retention Consultation
Party and Argentic Services Company LP, as special servicer, is processing any action that requires consultation with the Risk Retention
Consultation party, Argentic Services Company LP, as special servicer, shall not be required to consult with the Risk Retention Consultation
Party.


Section 6.09       
Knowledge of Computershare Trust Company, National Association. Except as otherwise expressly set forth in this Agreement,
Computershare Trust Company, National Association acting in any particular capacity hereunder will not be deemed to be imputed with knowledge
of (a) Computershare Trust Company, National Association, acting in a capacity that is unrelated to the transactions contemplated
by this Agreement, or (b) Computershare Trust Company, National Association, acting in any other capacity hereunder, except, in the
case of either clause (a) or clause (b), where some or all of the obligations performed in such capacities are
performed by one or more employees within the same group or division of Computershare Trust Company, National Association, or where the
groups or divisions responsible for performing the obligations in such capacities have one or more of the same Responsible Officers or
Servicing Officers, as applicable.


[End of Article VI]


Article VII



SERVICER TERMINATION EVENTS


Section 7.01       
Servicer Termination Events; Master Servicer and Special Servicer Termination. (a)  “Servicer Termination
Event,” wherever used herein, means, with respect to the Master Servicer or the Special Servicer, as the case may be, any one
of the following events:


(i)                  
(A) any failure by the Master Servicer to make any deposit required to be made by the Master Servicer to the Collection Account,
or remit to the Companion




    	 	-416-	 



    



    

Paying Agent for deposit into the related
Companion Distribution Account, on the day and by the time such deposit or remittance is first required to be made under the terms of
this Agreement, which failure is not remedied within one (1) Business Day or (B) any failure by the Master Servicer to deposit into,
or remit to the Certificate Administrator for deposit into, any Distribution Account any amount required to be so deposited or remitted,
which failure is not remedied by 11:00 a.m. (New York City time) on the relevant Distribution Date; or


(ii)                
any failure by the Special Servicer to deposit into the REO Account, within one (1) Business Day after such deposit is required
to be made or to remit to the Master Servicer for deposit into the Collection Account or any other required account hereunder, any amount
required to be so deposited or remitted by the Special Servicer pursuant to, and at the time specified by, the terms of this Agreement;
or


(iii)               
any failure on the part of the Master Servicer or the Special Servicer, as the case may be, duly to observe or perform in any material
respect any of its other covenants or obligations contained in this Agreement which continues unremedied for a period of thirty (30) days
(or (A) with respect to any year that a report on Form 10-K is required to be filed, five (5) Business Days in the case
of the Master Servicer’s or Special Servicer’s obligations, as applicable, contemplated by Article XI (after any
applicable grace periods), (B) fifteen (15) days in the case of the Master Servicer’s failure to make a Servicing Advance or
(C) fifteen (15) days in the case of a failure to pay the premium for any property insurance policy required to be maintained)
after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Master
Servicer or the Special Servicer, as the case may be, by any other party hereto, or (B) to the Master Servicer or the Special Servicer,
as the case may be, with a copy to each other party to this Agreement, by the Holders of Certificates evidencing Percentage Interests
aggregating not less than 25% of all Voting Rights or, solely as it relates to the servicing of a Serviced Whole Loan, if affected by
that failure, by the holder of the related Serviced Companion Loan or, solely as it related to the servicing of Trust Subordinate Companion
Loan if affected by such failure, the Holders of not less than 25% of the Voting Rights of the Loan-Specific Certificates in the aggregate
(as holders of a beneficial interest in the Trust Subordinate Companion Loan); provided, however, if such failure is capable
of being cured and the Master Servicer or Special Servicer, as applicable, is diligently pursuing such cure, such period will be extended
an additional thirty (30) days; provided, further, however, that such extended period will not apply to the obligations
regarding Exchange Act reporting; or


(iv)               
any breach on the part of the Master Servicer or the Special Servicer, as the case may be, of any representation or warranty contained
in Section 6.01(a) and Section 6.01(b), as applicable, which materially and adversely affects the interests of
any Class of Certificateholders or Companion Holders (excluding the holder of any Non-Serviced Companion Loan) and which continues
unremedied for a period of thirty (30) days after the date on which notice of such breach, requiring the same to be remedied, shall have
been given to the Master Servicer or the Special Servicer, as the case may be, by the Depositor, the Certificate Administrator or the
Trustee, or to the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator and the




    	 	-417-	 



    



    

Trustee by the Holders of Certificates
evidencing Percentage Interests aggregating not less than 25% of Voting Rights or, as it relates to the servicing of a Serviced Whole
Loan affected by such breach, by the holder of the related Serviced Companion Loan or, solely as it related to the servicing of Trust
Subordinate Companion Loan if affected by such failure, the Holders of not less than 25% of the Voting Rights of the Loan-Specific Certificates
in the aggregate (as holders of a beneficial interest in the Trust Subordinate Companion Loan); provided, however, that
if such breach is capable of being cured and the Master Servicer or the Special Servicer, as applicable, is diligently pursuing such cure,
such 30-day period will be extended an additional thirty (30) days; or


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


(vi)                
the Master Servicer or the Special Servicer, as the case may be, shall consent to the appointment of a conservator, receiver, liquidator,
trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings
of or relating to the Master Servicer or the Special Servicer or of or relating to all or substantially all of its property; or


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


(viii)           
either Moody’s or KBRA (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 such qualification, downgrade,
withdrawal or “watch status” placement shall not have been withdrawn by Moody’s or KBRA, as applicable (or, in the case
of Serviced Pari Passu Companion Loan Securities, any Companion Loan Rating Agency) within sixty (60) days of such rating action) and,
in the case of either of clauses (A) or (B), publicly citing servicing concerns with the Master Servicer or the
Special Servicer, as the case may be, as the sole or a material factor in such rating action; or


(ix)               
the Master Servicer or the Special Servicer, as the case may be, is no longer rated at least “CMS3” or “CSS3”,
respectively, by Fitch and such Master Servicer




    	 	-418-	 



    



    

or such Special Servicer, as the case
may be, is not reinstated to at least that rating within 60 days of the delisting.


(b)                
If any Servicer Termination Event with respect to the Master Servicer or the Special Servicer, as the case may be (in either case,
for purposes of this Section 7.01(b), the “Affected Party”), shall occur and be continuing, then, and in
each and every such case, so long as such Servicer Termination Event shall not have been remedied, the Trustee or the Depositor may, and
at the written direction of ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than
with respect to any Excluded Loan) the Directing Certificateholder (solely with respect to the Special Servicer) or the Holders of Certificates
entitled to (A) 25% of the Voting Rights, in the case of the Master Servicer, (B) 25% the Pooled Voting Rights, in the case of the Special
Servicer (other than with respect to the Park West Village Whole Loan), (C) 25% of the Voting Rights in the case of the special servicer
with respect to the Park West Village Whole Loan or (D) solely with respect to the Master Servicer or Special Servicer of the Park
West Village Whole Loan, 25% of the Voting Rights of the Loan-Specific Certificates, the Trustee shall, terminate (and the Depositor may
direct the Trustee to terminate each of the Master Servicer or the Special Servicer, as applicable, upon five Business Days’ written
notice if there is a Servicer Termination Event under clause (iii)(A) above), by notice in writing to the Affected Party,
with a copy of such notice to the Depositor and the Operating Advisor, all of the rights (subject to Section 3.11 and Section 6.04)
and obligations of the Affected Party under this Agreement and in and to the Mortgage Loans and the Trust Subordinate Companion Loan and
the proceeds thereof (other than as a Certificateholder or Companion Holder, if applicable); provided, however, that the
Affected Party shall be entitled to the payment of accrued and unpaid compensation and reimbursement through the date of such termination
as provided for under this Agreement for services rendered and expenses incurred. From and after the receipt by the Affected Party of
such written notice except as otherwise provided in this Article VII, all authority and power of the Affected Party under
this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate) or the Mortgage Loans and the Trust
Subordinate Companion Loan or otherwise, shall pass to and be vested in the Trustee with respect to a termination of the Master Servicer
or the Special Servicer pursuant to and under this Section 7.01, and, without limitation, the Trustee is hereby authorized
and empowered to execute and deliver, on behalf of and at the expense of the Affected Party, as attorney-in-fact or otherwise,
any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes
of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans or the Trust Subordinate
Companion Loan and related documents, or otherwise. The Master Servicer and the Special Servicer, as applicable, each agree that if it
is terminated pursuant to this Section 7.01(b), it shall promptly (and in any event no later than twenty (20) Business Days
subsequent to its receipt of the notice of termination) provide the Trustee with all documents and records requested by it to enable it
to assume the Master Servicer’s or the Special Servicer’s, as the case may be, functions hereunder, and shall cooperate with
the Trustee in effecting the termination of the Master Servicer’s or the Special Servicer’s, as the case may be, responsibilities
and rights (subject to Section 3.11 and Section 6.04) hereunder, including, without limitation, the transfer within
five (5) Business Days to the Trustee for administration by it of all cash amounts which shall at the time be or should have been credited
by the Master Servicer to the Collection Account or any Servicing Account (if it is the Affected Party), by the Special Servicer to the
REO Account (if it is the Affected Party) or thereafter be received with




    	 	-419-	 



    



    

respect to the Mortgage Loans, the Trust Subordinate
Companion Loan or any REO Property (provided, however, that the Master Servicer and the Special Servicer each shall, if
terminated pursuant to this Section 7.01(b) or pursuant to Section 7.01(d) (with respect to the Special Servicer),
continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to the date of such termination,
whether in respect of Advances (in the case of the Special Servicer or the Master Servicer) or otherwise, and it and its Affiliates and
the directors, managers, officers, members, employees and agents of it and its Affiliates shall continue to be entitled to the benefits
of Section 3.11 and Section 6.04 notwithstanding any such termination).


(c)                
If the Master Servicer receives notice of termination under Section 7.01(b) solely due to a Servicer Termination Event
under Section 7.01(a)(viii), Section 7.01(a)(ix) or Section 7.01(a)(x) the Master Servicer shall have a forty-five
(45) day period after such notice in which to find a successor master servicer qualified to act as Master Servicer hereunder in accordance
with Section 6.03 and Section 7.02 and to which the Master Servicer can sell its rights to service the Mortgage
Loans and the Trust Subordinate Companion Loan under this Agreement. During such forty-five (45) day period the Master Servicer may
continue to serve as Master Servicer hereunder. In the event that the Master Servicer is unable, within such forty-five (45) day period,
to cause a qualified successor master servicer to assume the duties of the Master Servicer hereunder, then and in such event, the Trustee
shall assume the obligations of the Master Servicer hereunder.


Notwithstanding Section 7.01(b),
if any Servicer Termination Event on the part of the Special Servicer shall occur and be continuing that affects the Holder of a Serviced
Companion Loan, then, so long as the Special Servicer is not otherwise terminated, the Holder of such Serviced Companion Loan or the Other
Trustee appointed under the related Other Pooling and Servicing Agreement, as applicable, shall be entitled to direct the Trustee to terminate
the Special Servicer with respect to the related Serviced Whole Loan. Any Special Servicer appointed to replace the Special Servicer with
respect to a Serviced Mortgage Loan cannot at any time be (without the prior written consent of the holder of such Serviced Companion
Loan) the Person (or Affiliate thereof) that was terminated at the direction of the holder of the related Serviced Companion Loan. Any
such Special Servicer under this paragraph shall meet the eligibility requirements of Section 7.02 and the eligibility requirements
of the related Other Pooling and Servicing Agreement, and the appointment thereof shall comply with the provisions of Section 7.02.
Any appointment of a replacement Special Servicer in accordance with this paragraph shall be subject to the receipt of Rating Agency Confirmation
and confirmation from the applicable rating agencies that such appointment or replacement will not result in the downgrade, withdrawal
or qualification of the then-current ratings of any class of any related Serviced Companion Loan Securities (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25).


(d)               
Subject to the rights of the AB Whole Loan Controlling Holder pursuant to the related Intercreditor Agreement and other than with
respect to any Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class, the
Directing Certificateholder, at any time prior to the occurrence and continuance of a Control Termination Event, shall be entitled to
terminate the rights (subject to Section 3.11 and




    	 	-420-	 



    



    

Section 6.04) and obligations of
the Special Servicer under this Agreement, with or without cause, upon ten (10) Business Days’ notice to the Special Servicer, the
Master Servicer, the Certificate Administrator, the Trustee and the Operating Advisor; such termination to be effective upon the appointment
of a successor special servicer meeting the requirements of this Section 7.01(d); provided that, with respect to a
Servicing Shift Whole Loan (unless the Mortgage Loan is a Specially Serviced Loan), the ten (10) Business Days’ notice set forth
in this Section 7.01(d) shall not apply to the related Loan-Specific Directing Certificateholder’s right to terminate the
Special Servicer’s rights and obligations under this Agreement without cause with respect to such Servicing Shift Whole Loan pursuant
to the terms of the related Intercreditor Agreement. Upon a termination of the Special Servicer, the Directing Certificateholder (other
than with respect to any Excluded Loan) shall appoint a successor special servicer to assume the duties of the Special Servicer hereunder;
provided, however, that (i) such successor will meet the requirements set forth in Section 7.02, (ii) each
Rating Agency delivers Rating Agency Confirmation and, in the case of any class of any Serviced Companion Loan Securities the applicable
rating agencies deliver a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25) and (iii) no replacement of the
Special Servicer shall be effective until the Certificate Administrator shall have filed any required Form 8-K pursuant to Section 11.07
hereof and any other Form 8-K filings have been completed with respect to any related Companion Loan. For the sake of clarity, the recommendation
of replacement of the Special Servicer by the Operating Advisor and the approval of the Certificateholders of such Qualified Replacement
Special Servicer shall not preclude the Directing Certificateholder from appointing a replacement special servicer, provided that such
replacement may not be the removed Special Servicer or its Affiliate.


With respect to each Serviced
Whole Loan other than the Park West Village Whole Loan, after the occurrence and during the continuance of a Control Termination Event,
upon (a) the written direction of Holders of Pooled Principal Balance Certificates evidencing not less than 25% of the Pooled Voting
Rights (taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balances
of such Certificates pursuant to Section 4.05 hereof) of the Pooled Principal Balance Certificates requesting a vote to replace
the Special Servicer (other than with respect to the Park West Village Whole Loan) with a new special servicer designated in such written
direction, (b) payment by such Holders to the Certificate Administrator of the reasonable fees and expenses (including any legal
fees and any Rating Agency fees and expenses) to be incurred by the Certificate Administrator in connection with administering such vote
and which will not be additional expenses of the Trust and (c) delivery by such Holders to the Certificate Administrator and Trustee
of Rating Agency Confirmation from each Rating Agency (which Rating Agency Confirmation shall be obtained at the expense of such Holders),
the Certificate Administrator shall promptly post notice to all Certificateholders of such request on the Certificate Administrator’s
Website in accordance with Section 3.13(b) and concurrently by mail conduct the solicitation of votes of all Pooled Certificates
in such regard, which requisite affirmative votes must be received within one hundred-eighty (180) days of the posting of such notice,
and if not so received, such votes shall be null and void ab initio. Upon the written direction of Holders of Pooled Principal
Balance Certificates evidencing at least 66-2/3% of a




    	 	-421-	 



    



    

Certificateholder Quorum of Certificates, the
Trustee shall terminate all of the rights and obligations of the Special Servicer (other than with respect to the Park West Village Whole
Loan) under this Agreement and appoint the successor special servicer (which must be a Qualified Replacement Special Servicer) designated
by such Certificateholders.


With respect to the Park
West Village Whole Loan, after the occurrence and during the continuance of a Control Termination Event with respect to such Whole Loan,
upon (a) the written direction of Holders of Principal Balance Certificates evidencing not less than 25% of the Voting Rights (taking
into account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balances pursuant to Section
4.05 hereof) of the Principal Balance Certificates requesting a vote to replace the Special Servicer with a new special servicer designated
in such written direction, (b) payment by such Holders to the Certificate Administrator of the reasonable fees and out of pocket expenses
(including any legal fees and any Rating Agency fees and expenses) to be incurred by the Certificate Administrator in connection with
administering such vote and which will not be additional expenses of the Trust and (c) delivery by such Holders to the Certificate Administrator
and Trustee of Rating Agency Confirmation from each Rating Agency (which Rating Agency Confirmation shall be obtained at the expense of
such Holders), the Certificate Administrator shall promptly post notice to all Certificateholders of such request on the Certificate Administrator’s
Website in accordance with Section 3.13(b) and concurrently by mail conduct the solicitation of votes of all Certificates in such
regard, which requisite affirmative votes must be received within one hundred eighty (180) days of the posting of such notice, and if
not so received, such votes shall be null and void ab initio. Upon the written direction of Holders of Principal Balance Certificates
evidencing at least 66-2/3% of a Certificateholder Quorum, the Trustee shall terminate all of the rights and obligations of the Special
Servicer with respect to the Park West Village Whole Loan under this Agreement and appoint the successor special servicer (which must
be a Qualified Replacement Special Servicer) designated by such Certificateholders.


The Certificate Administrator
shall include on each Distribution Date Statement a statement that each Certificateholder may (i) access such notices via the Certificate
Administrator’s Website and (ii) register to receive electronic mail notifications when such notices are posted thereon. Notwithstanding
the foregoing, the Certificateholder’s direction to remove the Special Servicer shall not apply to any Serviced AB Whole Loan for
which it is not subject to an AB Control Appraisal Period or to any Servicing Shift Whole Loan, in the case of a Park West Village Whole
Loan, will not apply to a Serviced AB Whole Loan unless a Park West Village Note B-A Control Appraisal Period has occurred and is continuing
with respect to the Serviced AB Whole Loan under the related Intercreditor Agreement.


An AB Whole Loan Controlling
Holder shall have the right, prior to the occurrence and continuance of an AB Control Appraisal Period or Park West Village Note B-A Control
Appraisal Period, to replace the Special Servicer solely with respect to the related Serviced AB Whole Loan, so long as (A) each
Rating Agency delivers a Rating Agency Confirmation; (B) the successor special servicer has assumed in writing (from and after the
date such successor special servicer becomes the Special Servicer) all of the responsibilities, duties and liabilities of the Special
Servicer under this Agreement from and after the date it becomes the Special Servicer as they relate to any Serviced AB Whole Loan pursuant
to an assumption agreement reasonably satisfactory to the Certificate Administrator; and (C) the Certificate




    	 	-422-	 



    



    

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


The parties hereto acknowledge
that, notwithstanding anything to the contrary contained in this section, in accordance with the related Intercreditor Agreement, if a
servicer termination event on the part of a Non-Serviced Special Servicer remains unremedied and affects the holder of the related Non-Serviced
Mortgage Loan, and such Non-Serviced Special Servicer has not otherwise been terminated, the holder of the related Non-Serviced Mortgage
Loan (or the Trustee (or, prior to a Control Termination Event, the Trustee acting at the direction of the Directing Certificateholder))
shall be entitled to direct the related Non-Serviced Trustee to terminate such Non-Serviced Special Servicer solely with respect to the
related Non-Serviced Whole Loan(s). The appointment (or replacement) of a special servicer with respect to a Non-Serviced Whole Loan will
in any event be subject to Rating Agency Confirmation from each Rating Agency. A replacement special servicer will be selected by the
related Non-Serviced Trustee or, prior to a control termination event (or similarly defined term) under the related Non-Serviced PSA,
by the related Non-Serviced Whole Loan Controlling Holder; provided, however, that any successor special servicer appointed
to replace the special servicer with respect to such Non-Serviced Whole Loan cannot at any time be the Person (or an Affiliate thereof)
that was terminated at the direction of the holder of such Non-Serviced Mortgage Loan, without the prior written consent of the Directing
Certificateholder.


If at any time the Operating
Advisor determines in its sole discretion exercised in good faith that (i) the Special Servicer is not performing its duties as required
hereunder or is otherwise not acting in accordance with the Servicing Standard, and (ii) the replacement of the Special Servicer would
be in the best interest of the Certificateholders as a collective whole, the Operating Advisor shall deliver to the Trustee and the Certificate
Administrator, with a copy to the Special Servicer, a written report in the form of Exhibit W attached hereto, setting forth
the reasons supporting its recommendation (along with any information the Operating Advisor considered relevant to its recommendation)
and recommending a replacement Special Servicer (which form may be modified or supplemented from time to time to cure any ambiguity or
error or to incorporate any additional information, subject to compliance of such form with the terms and provisions of this Agreement;
provided, further, that in no event shall the information or any other content included in such written recommendation contravene
any provision of this Agreement) detailing the reasons supporting its position (along with relevant information justifying its recommendation)
and recommending a suggested replacement special servicer, which shall be a Qualified Replacement Special Servicer. In such event, the
Certificate Administrator shall promptly post notice to all Certificateholders of such recommendation and the related report on the Certificate
Administrator’s Website in accordance with Section 3.13(b), and concurrently by mail conduct the solicitation of votes
of all Certificates in such regard, which requisite affirmative votes must be received within one hundred-eighty (180) days of the
posting of such notice, and if not so received, such votes shall be null and void ab initio. Upon (i) the affirmative vote of Holders
of Principal Balance Certificates evidencing at least a majority of a quorum of Certificateholders (which quorum, for this purpose, is
the Holders of Certificates




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that (A) evidence at least 20% of the Voting
Rights (taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the respective Certificate
Balances of such Certificates) of all Principal Balance Certificates on an aggregate basis within 180 days of posting of the Operating
Advisor’s recommendation to the Certificate Administrator’s Website, and if not so received, such votes shall be null and
void ab initio, and (B) consist of at least three Certificateholders or Certificate Owners that are not affiliated with each other)
and (ii) receipt by the Certificate Administrator following satisfaction of the foregoing clause (i) of Rating Agency Confirmation from
each Rating Agency and confirmation from the applicable rating agencies that such appointment (or replacement) will not result in the
downgrade, withdrawal or qualification of the then current ratings of any class of any related Serviced Pari Passu Companion Loan Securities,
the Trustee shall (i) terminate all of the rights and obligations of the Special Servicer under this Agreement and appoint a successor
special servicer approved by the holders of Certificates evidencing at least a majority of a quorum of Certificateholders (as set forth
above) and (ii) promptly notify such outgoing Special Servicer of the effective date of such termination. The reasonable out-of-pocket
costs and expenses (including reasonable legal fees and expenses of outside counsel) associated with obtaining such Rating Agency Confirmations
and administering such vote and the Operating Advisor’s identification of a Qualified Replacement Special Servicer shall be an additional
expense of the Trust. In the event that the Certificate Administrator does not receive at least a majority of the requested votes, then
the Trustee shall have no obligation to remove the Special Servicer. Prior to the appointment of any replacement special servicer, such
replacement special servicer shall have agreed to succeed to the obligations of the Special Servicer under this Agreement and to act as
the Special Servicer’s successor hereunder. Notwithstanding the foregoing, the Operating Advisor shall not be permitted to recommend
the replacement of the Special Servicer with respect to a Serviced AB Whole Loan so long as the AB Whole Loan Controlling Holder is not
subject to an AB Control Appraisal Period under the related Intercreditor Agreement or with respect to any Servicing Shift Whole Loan.
For the sake of clarity, the recommendation of replacement of the Special Servicer by the Operating Advisor and the approval of the Certificateholders
of such Qualified Replacement Special Servicer shall not preclude the Directing Certificateholder from appointing a replacement special
servicer, provided that such replacement may not be the removed Special Servicer or its Affiliate.


No penalty or fee shall be
payable to the terminated Special Servicer with respect to any termination pursuant to this Section 7.01(d). All costs of
any such termination made by the Directing Certificateholder without cause shall be paid by the Holders of the Controlling Class.


For the avoidance of doubt,
the indemnification of the Operating Advisor in Section 6.04 shall include, subject to the limitations set forth in Section 6.04,
any action or claim arising from, or relating to, the Operating Advisor’s determination under this Section 7.01(d) (regarding
removal of the Special Servicer), or the result of the vote of the Certificateholders (regarding removal of the Special Servicer).


(e)              
The Master Servicer and the Special Servicer shall, as the case may be, from time to time, take all such reasonable actions as
are required by it in accordance with the related Servicing Standard in order to prevent the Certificates from being placed on “watch”
status or downgraded due to servicing or special servicing, as applicable, concerns by any Rating




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


(f)               
Notwithstanding the foregoing, (1) if any Servicer Termination Event on the part of the Master Servicer affects a Serviced Companion
Loan, the related holder of a Serviced Companion Loan or the rating on any class of certificates backed, wholly or partially, by any Serviced
Companion Loan Securities, and if the Master Servicer is not otherwise terminated, or (2) if a Servicer Termination Event on the part
of the Master Servicer affects only a Serviced Companion Loan, the related holder of a Serviced Companion Loan or the rating on any class
of certificates backed, wholly or partially, by any Serviced Companion Loan Securities, then the Master Servicer may not be terminated
by or at the direction of the related holder of such Serviced Companion Loan or the holders of any certificates backed, wholly or partially,
by such Serviced Companion Loan, but upon the written direction of the related holder of such Serviced Companion Loan, the Master Servicer
shall be required to appoint a sub-servicer that will be responsible for servicing the related Serviced Whole Loan.


(g)              
(i) Notwithstanding anything to the contrary contained in this Section 7.01, with respect to any Excluded Special Servicer
Loan, if any, the Special Servicer shall resign as Special Servicer of that Excluded Special Servicer Loan. Prior to the occurrence and
continuance of a Control Termination Event, if the applicable Excluded Special Servicer Loan is not also an Excluded Loan as to the Directing
Certificateholder or the majority of the Controlling Class, the Directing Certificateholder shall appoint (and may remove and replace
with or without cause) an Excluded Special Servicer, as successor to the resigning Special Servicer, for the related Excluded Special
Servicer Loan in accordance with this Agreement. After the occurrence and during the continuance of a Control Termination Event or if
at any time the applicable Excluded Special Servicer Loan is also an Excluded Loan as to the Directing Certificateholder or the majority
of the Controlling Class, the resigning Special Servicer shall use commercially reasonable efforts to select the related Excluded Special
Servicer. The Special Servicer shall not have any liability with respect to the actions or inactions of the applicable Excluded Special
Servicer or with respect to the identity of the applicable Excluded Special Servicer, and absent negligence, willful misconduct or bad
faith by the resigning Special Servicer, the resigning Special Servicer and any of its directors, members, managers, officers, employees
and agents shall be entitled to be indemnified and held harmless by the Trust against any loss, liability or expense arising out of the
actions or inactions and identity of the Excluded Special Servicer. It shall be a condition to any such appointment that (i) the
Rating Agencies confirm that the appointment would not result in a qualification, downgrade or withdrawal of any of their then-current
ratings of the Certificates and the equivalent from each NRSRO hired to provide ratings with respect to any Serviced Companion Loan Securities,
(ii) the related Excluded Special Servicer, as certified by such Excluded Special Servicer, is a Qualified Replacement Special Servicer
and (iii) the related Excluded Special Servicer delivers to the Depositor (and the Certificate Administrator) and any applicable
Other Depositor (and any applicable Other Certificate Administrator), the information, if any, required under Item 6.02 of Form 8-K
pursuant to the Exchange Act regarding itself in its role as Excluded Special Servicer.




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If at any time the Special
Servicer is no longer a Borrower Party (including, without limitation, as a result of the related Mortgaged Property becoming an REO Property)
with respect to an Excluded Special Servicer Loan, (1) the related Excluded Special Servicer shall resign, (2) the related Mortgage Loan
or Serviced Whole Loan shall no longer be an Excluded Special Servicer Loan, (3) the Special Servicer shall become the Special Servicer
again for such related Mortgage Loan or Serviced Whole Loan and (4) the Special Servicer shall be entitled to all special servicing compensation
with respect to such Mortgage Loan or Serviced Whole Loan earned during such time on and after such Mortgage Loan or Serviced Whole Loan
is no longer an Excluded Special Servicer Loan.


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


If a Servicing Officer of
the Master Servicer, a related Excluded Special Servicer, or the Special Servicer, as applicable, has actual knowledge that a Mortgage
Loan is no longer an Excluded Loan, an Excluded Controlling Class Loan or an Excluded Special Servicer Loan, as applicable, the Master
Servicer, the related Excluded Special Servicer or Special Servicer, as applicable, shall provide prompt written notice thereof to each
of the other parties to this Agreement.


Section 7.02                 Trustee
to Act; Appointment of Successor. On and after the time the Master Servicer or the Special Servicer, as the case may be, either resigns
pursuant to subsection (a) of the first sentence of Section 6.05 or receives a notice of termination for cause pursuant
to Section 7.01(b), and provided that no acceptable successor has been appointed within the time period specified
in Section 7.01(c), the Trustee shall be the successor to such party, until such successor to the Master Servicer or the
Special Servicer, as applicable, is appointed as provided in this Section 7.02 or by the Directing Certificateholder as provided
in Section 7.01(d), as applicable, in all respects in its capacity as Master Servicer or Special Servicer, as applicable,
under this Agreement and the transactions set forth or provided for herein and shall be subject to, and have the benefit of, all of the
rights, (subject to Section 3.11 and Section 6.04) benefits, responsibilities, duties, liabilities and limitations
on liability relating thereto and that arise thereafter placed on or for the benefit of the Master Servicer or Special Servicer, as applicable,
by the terms and provisions hereof; provided, however, that any failure to perform such duties or responsibilities caused
by the terminated party’s failure under Section 7.01 to provide information or moneys required hereunder shall not
be considered a default by such successor hereunder. The appointment of a successor master servicer shall not affect any liability of
the predecessor master servicer which may have arisen prior to its termination as Master Servicer, and the appointment of a successor
special servicer shall not affect any liability of the predecessor Special Servicer which may have arisen prior to its termination as
Special Servicer. The Trustee in its capacity as successor to the Master Servicer or the Special Servicer, as the case may be, shall
not be liable for any of the representations and warranties of the Master Servicer or the Special Servicer, respectively, herein or in
any related document or agreement, for any acts




    	 	-426-	 



    


    

or omissions of the predecessor master servicer
or special servicer or for any losses incurred by the predecessor master servicer pursuant to Section 3.06 hereunder, nor
shall the Trustee be required to purchase any Mortgage Loan or Trust Subordinate Companion Loan hereunder solely as a result of its obligations
as successor master servicer or special servicer, as the case may be. Subject to Section 3.11, as compensation therefor, the
Trustee as successor master servicer shall be entitled to the Servicing Fees and all fees relating to the Mortgage Loans or the Companion
Loans that the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, including but not limited
to any income or other benefit from any Permitted Investment pursuant to Section 3.06, and subject to Section 3.11,
and the Trustee as successor to the Special Servicer shall be entitled to the Special Servicing Fees to which the Special Servicer would
have been entitled if the Special Servicer had continued to act hereunder. Should the Trustee succeed to the capacity of the Master Servicer
or the Special Servicer, as the case may be, the Trustee shall be afforded the same standard of care and liability as the Master Servicer
or the Special Servicer, as applicable, hereunder notwithstanding anything in Section 8.01 to the contrary, but only with
respect to actions taken by it in its role as successor master servicer or successor special servicer, as the case may be, and not with
respect to its role as Trustee hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to act as successor to
the Master Servicer or the Special Servicer, as applicable, or shall, if it is unable to so act, or if the Trustee is not approved as
a servicer by each Rating Agency, or if, (i) prior to the occurrence and continuance of a Control Termination Event and (ii) other
than with respect to any Excluded Loan as to the Directing Certificateholder or the majority of the Controlling Class, the Directing Certificateholder
or the Holders of Certificates entitled to (A) 25% of the Voting Rights, in the case of the Master Servicer, (B) 25% of the Pooled Voting
Rights in the case of the Special Servicer (other than with respect to the Park West Village Whole Loan), (C) 25% of the Voting Rights
in the case of the Special Servicer of the Park West Village Whole Loan and (D) solely with respect to the Master Servicer or Special
Servicer of the Park West Village Whole Loan, 25% of the Voting Rights of the Loan-Specific Certificates, so direct in writing to the
Trustee, promptly appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution
which meets the criteria set forth in Section 6.05 and otherwise herein, as the successor to the Master Servicer or the Special
Servicer, as applicable, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer
or Special Servicer hereunder. No appointment of a successor to the Master Servicer or the Special Servicer hereunder shall be effective
until (i) the assumption in writing by the successor to the Master Servicer or the Special Servicer of all its responsibilities,
duties and liabilities hereunder that arise thereafter, (ii) upon receipt of Rating Agency Confirmation from each Rating Agency and
confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25), (iii) which appointment has been approved (prior to the occurrence and continuance of a Control Termination
Event and other than with respect to an Excluded Loan as to the Directing Certificateholder or the majority of the Controlling Class)
by the Directing Certificateholder, such approval not to be unreasonably withheld and (iv) the Certificate Administrator shall have
filed any required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings have been completed with respect
to any related Companion Loan.




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Pending appointment of a successor to the Master
Servicer or the Special Servicer hereunder, unless the Trustee shall be prohibited by law from so acting, the Trustee shall act in such
capacity as herein above provided. In connection with such appointment and assumption of a successor to the Master Servicer or Special
Servicer as described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage
Loans and the Trust Subordinate Companion Loan as it and such successor shall agree; provided, however, that no such compensation
with respect to a successor master servicer or successor special servicer, as the case may be, shall be in excess of that permitted the
terminated Master Servicer or Special Servicer, as the case may be, hereunder. The Trustee, the Master Servicer or the Special Servicer
(whichever is not the terminated party) and such successor shall take such action, consistent with this Agreement, as shall be necessary
to effectuate any such succession. Any costs and expenses associated with the transfer of the servicing function (other than with respect
to a termination without cause) under this Agreement shall be borne by the predecessor master servicer or special servicer, as applicable.
If such predecessor master servicer or special servicer (as the case may be) has not reimbursed the party requesting such termination
or the successor master servicer or special servicer for such expenses within ninety (90) days after the presentation of reasonable
documentation, such expense shall be reimbursed by the Trust; provided that the terminated Master Servicer or Special Servicer
shall not thereby be relieved of its liability for such expenses. If and to the extent that the terminated Master Servicer or Special
Servicer has not reimbursed such costs and expenses, the party requesting such termination shall have an affirmative obligation to take
all reasonable actions to collect such expenses on behalf of the Trust. In the event of a termination without cause, such costs and expenses
shall be borne by the party requesting such termination, or as otherwise set forth herein; provided that the Certificate Administrator
and the Trustee shall not bear any such costs and expenses. For the avoidance of doubt, if the Trustee is terminating the Master Servicer
or Special Servicer in accordance with this Agreement at the direction of any party or parties permitted to direct the Trustee to so terminate
the Master Servicer or Special Servicer pursuant to this Agreement, the Trustee shall not have any liability for such expenses pursuant
to this paragraph.


Section 7.03                 Notification
to Certificateholders. (a)  Upon any resignation of the Master Servicer or the Special Servicer pursuant to Section 6.05,
any termination of the Master Servicer or the Special Servicer pursuant to Section 7.01 or any appointment of a successor
to the Master Servicer or the Special Servicer pursuant to Section 7.02, the Certificate Administrator shall give prompt
written notice thereof to Certificateholders at their respective addresses appearing in the Certificate Register.


Not later than the later
of (i) sixty (60) days after the occurrence of any event which constitutes or, with notice or lapse of time or both, would constitute
a Servicer Termination Event and (ii) five (5) days after the Certificate Administrator would be deemed to have notice of the occurrence
of such an event in accordance with Section 8.02(vii), the Certificate Administrator shall transmit by mail to the Depositor
and all Certificateholders (and, if a Serviced Whole Loan is affected, the related Serviced Companion Noteholder) notice of such occurrence,
unless such default shall have been cured.


Section 7.04                 Waiver
of Servicer Termination Events. The Holders of Certificates representing at least (a) 66-2/3% of the Voting Rights in the
case of the Master Servicer or in the case of the Special Servicer with respect to the Park West Village Whole Loan




    	 	-428-	 



    


    

or (b) 66-2/3% of the Pooled Voting Rights
in case of the case of the Special Servicer (other than with respect to the Park West Village Whole Loan) allocated to each Class of
Certificates affected by any Servicer Termination Event hereunder may waive such Servicer Termination Event within twenty (20) days of
the receipt of notice from the Certificate Administrator of the occurrence of such Servicer Termination Event; provided, however,
that a Servicer Termination Event under clause (i), (ii) or (viii) of Section 7.01(a) may be
waived only by all of the Certificateholders of the affected Classes and a Servicer Termination Event under clause (iii) of Section 7.01(a)
relating to Exchange Act reporting may be waived only with the consent of the Depositor. Upon any such waiver of a Servicer Termination
Event, such Servicer Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. Upon
any such waiver of a Servicer Termination Event by Certificateholders, the Trustee and the Certificate Administrator shall be entitled
to recover all costs and expenses incurred by it in connection with enforcement action taken with respect to such Servicer Termination
Event prior to such waiver from the Trust. No such waiver shall extend to any subsequent or other Servicer Termination Event or impair
any right consequent thereon except to the extent expressly so waived. Notwithstanding any other provisions of this Agreement, for purposes
of waiving any Servicer Termination Event pursuant to this Section 7.04, Certificates registered in the name of the Depositor
or any Affiliate of the Depositor shall be entitled to the same Voting Rights with respect to the matters described above as they would
if any other Person held such Certificates.


Section 7.05                  Trustee
as Maker of Advances. In the event that the Master Servicer fails to fulfill its obligations hereunder to make any Advances and such
failure remains uncured, the Trustee shall perform such obligations (x) within five (5) Business Days following such failure by
the Master Servicer with respect to Servicing Advances resulting in a Servicer Termination Event under Section 7.01(a)(iii)
to the extent a Responsible Officer of the Trustee has actual knowledge of such failure with respect to such Servicing Advances and
(y) by noon, New York City time, on the related Distribution Date with respect to P&I Advances pursuant to the Certificate
Administrator’s notice of failure pursuant to Section 4.03(a) unless such failure has been cured. With respect to
any such Advance made by the Trustee, the Trustee shall succeed to all of the Master Servicer’s rights with respect to Advances
hereunder, including, without limitation, the Master Servicer’s rights of reimbursement and interest on each Advance at the Reimbursement
Rate, and rights to determine that a proposed Advance is a Nonrecoverable P&I Advance or Servicing Advance, as the case may be, (without
regard to any impairment of any such rights of reimbursement caused by such Master Servicer’s default in its obligations hereunder);
provided, however, that if Advances made by the Trustee and the Master Servicer shall at any time be outstanding, or any
interest on any Advance shall be accrued and unpaid, all amounts available to repay such Advances and the interest thereon hereunder
shall be applied entirely to the Advances outstanding to the Trustee, until such Advances shall have been repaid in full, together with
all interest accrued thereon, prior to reimbursement of the Master Servicer for such Advances. The Trustee shall be entitled to conclusively
rely on any notice given with respect to a Nonrecoverable Advance hereunder.


[End of Article VII]


 




    	 	-429-	 



    


    

Article VIII



CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR


Section 8.01       
Duties of the Trustee and the Certificate Administrator. (a)  The Trustee and the Certificate Administrator, prior
to the occurrence of a Servicer Termination Event and after the curing or waiving of all Servicer Termination Events which may have occurred,
undertake to perform such duties and only such duties as are specifically set forth in this Agreement. If a Servicer Termination Event
occurs and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree
of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his own affairs.
Any permissive right of the Trustee and the Certificate Administrator contained in this Agreement shall not be construed as a duty.


(b)                           The
Trustee or the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders
or other instruments furnished to the Trustee or the Certificate Administrator which are specifically required to be furnished to the
Trustee or the Certificate Administrator pursuant to any provision of this Agreement (other than the Mortgage Files, the review of which
is specifically governed by the terms of Article II, any CREFC® reports and any information delivered for
posting to the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website), shall examine them to determine
whether they conform to the requirements of this Agreement. If any such instrument is found not to conform to the requirements of this
Agreement in a material manner, the Trustee or the Certificate Administrator shall notify the party providing such instrument and requesting
the correction thereof. The Trustee or the Certificate Administrator shall not be responsible for the accuracy or content of any resolution,
certificate, statement, opinion, report, document, order or other instrument furnished by the Depositor, the Master Servicer or the Special
Servicer or another Person, and accepted by the Trustee or the Certificate Administrator in good faith, pursuant to this Agreement.


(c)                            No
provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability for its own negligent
action, its own negligent failure to act or its own willful misconduct or bad faith; provided, however, that:


(i)                               Prior
to the occurrence of a Servicer Termination Event, and after the curing of all such Servicer Termination Events which may have occurred,
the duties and obligations of the Trustee and the Certificate Administrator shall be determined solely by the express provisions of this
Agreement, the Trustee and the Certificate Administrator shall not be liable except for the performance of such duties and obligations
as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee
and the Certificate Administrator and, in the absence of bad faith on the part of the Trustee and the Certificate Administrator, the
Trustee and the Certificate Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon any certificates or opinions furnished to the Trustee or the Certificate Administrator and conforming to the
requirements of this Agreement;




    	 	-430-	 



    


    

(ii)                            Neither
the Trustee nor the Certificate Administrator, as applicable, shall be liable for an error of judgment made in good faith by a Responsible
Officer or Responsible Officers of the Trustee or the Certificate Administrator, respectively, unless it shall be proved that the Trustee
or the Certificate Administrator, as applicable, was negligent in ascertaining the pertinent facts; and


(iii)                         Neither
the Trustee nor the Certificate Administrator, as applicable, shall be liable with respect to any action taken, suffered or omitted to
be taken by it in good faith in accordance with the direction of Holders of Certificates evidencing not less than 25% of the percentage
interest of each affected Class, or of the Voting Rights of the Certificates, relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee or the Certificate Administrator, or exercising any trust or power conferred upon
the Trustee or the Certificate Administrator, under this Agreement (unless a higher percentage of Voting Rights is required for such
action).


(d)                           The
Certificate Administrator shall make available via its internet website initially located at www.ctslink.com to the Serviced Companion
Noteholders all reports that the Certificate Administrator has made available to Certificateholders under this Agreement to the extent
such reports relate to the related Serviced Companion Loan and upon the submission of an Investor Certification pursuant to this Agreement.


Section 8.02                 Certain
Matters Affecting the Trustee and the Certificate Administrator. Except as otherwise provided in Section 8.01:


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


(ii)                            The
Trustee and the Certificate Administrator may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be
full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and
in accordance therewith;


(iii)                         Neither
the Trustee nor the Certificate Administrator shall be under any obligation to exercise any of the trusts or powers vested in it by this
Agreement or the Certificates or to make any investigation of matters arising hereunder or to institute, conduct or defend any litigation
hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this
Agreement, unless such Certificateholders shall have offered to the Trustee or the Certificate Administrator, as applicable, security
or indemnity reasonably satisfactory to it, against the costs, expenses and liabilities which may be incurred therein or thereby; neither
the Trustee nor the Certificate Administrator shall be required to expend or risk its own funds or otherwise incur any financial liability
in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, unless repayment of such




    	 	-431-	 



    


    

funds or indemnity reasonably satisfactory
to it against such risk or liability is reasonably assured to it; nothing contained herein shall, however, relieve the Trustee of the
obligation, upon the occurrence of a Servicer Termination Event which has not been cured, to exercise such of the rights and powers vested
in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs;


(iv)                         Neither
the Trustee nor the Certificate Administrator shall be liable for any action reasonably taken, suffered or omitted by it in good faith
and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;


(v)                            Prior
to the occurrence of a Servicer Termination Event hereunder and after the curing of all Servicer Termination Events which may have occurred,
neither the Trustee nor the Certificate Administrator shall be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document,
unless requested in writing to do so by Holders of Certificates entitled to more than 50% of the Voting Rights; provided, however,
that if the payment within a reasonable time to the Trustee or the Certificate Administrator of the costs, expenses or liabilities likely
to be incurred by it in the making of such investigation is, in the opinion of the Trustee or the Certificate Administrator, respectively,
not reasonably assured to the Trustee or the Certificate Administrator by the security afforded to it by the terms of this Agreement,
the Trustee or the Certificate Administrator, respectively, may require indemnity reasonably satisfactory to it from such requesting
Holders against such expense or liability as a condition to taking any such action. The reasonable expense of every such reasonable examination
shall be paid by the requesting Holders;


(vi)                        The Trustee or the Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents, affiliates or attorneys; provided, however, that the appointment of such agents,
affiliates or attorneys shall not relieve the Trustee or the Certificate Administrator of its duties or obligations hereunder; provided,
further, that the Trustee or the Certificate Administrator, as the case may be, may not perform any duties hereunder through any
Person that is a Prohibited Party;


(vii)                     For
all purposes under this Agreement, neither the Trustee nor the Certificate Administrator shall be deemed to have notice of any Servicer
Termination Event or Asset Representations Reviewer Termination Event or any act, failure or breach of any Person upon the occurrence
of which the Trustee or the Certificate Administrator may be required to act unless a Responsible Officer of the Trustee or the Certificate
Administrator, as applicable, has actual knowledge thereof or unless written notice of any event, act, failure or breach which is in
fact such a default is received by the Trustee or the Certificate Administrator at the respective Corporate Trust Office, and such notice
references the Certificates or this Agreement;




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(viii)                  Neither the Trustee nor the Certificate Administrator shall be responsible for any act or omission of the Master Servicer, the
Special Servicer (unless the Trustee is acting as Master Servicer or Special Servicer, as the case may be, in which case the Trustee shall
only be responsible for its own actions as Master Servicer or Special Servicer), the Operating Advisor, the Asset Representations Reviewer
or the Depositor;


(ix)                          Neither the Trustee nor the Certificate Administrator shall in any way be liable by reason of any insufficiency in the Trust Fund
unless it is determined by a court of competent jurisdiction that the Trustee’s or Certificate Administrator’s, as applicable,
negligence or willful misconduct was the primary cause of such insufficiency;


(x)                             In
no event shall the Trustee or the Certificate Administrator be liable for any failure or delay in the performance of its obligations
hereunder due to force majeure or acts of God; provided that such failure or delay is not also a result of its own negligence,
bad faith or willful misconduct;


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


(xii)                       Nothing
herein shall be construed as an obligation for any party to this Agreement to advise a Certificateholder with respect to its rights and
protections relative to the Trust.


The Trustee and the Certificate
Administrator shall be entitled to all of the same rights, protections, immunities and indemnities afforded to it as Trustee or Certificate
Administrator, as the case may be, in each capacity for which it serves hereunder (including, without limitation, as Custodian, Certificate
Registrar, 17g-5 Information Provider and Authenticating Agent).


Section 8.03                 Trustee
and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans or Trust Subordinate Companion
Loan. The recitals contained herein and in the Certificates, other than the acknowledgments of the Trustee or the Certificate Administrator
in Section 2.02 and 2.04 and the signature, if any, of the Certificate Registrar and Authenticating Agent set forth
on any outstanding Certificate, shall be taken as the statements of the Depositor, the Master Servicer or the Special Servicer, as the
case may be, and the Trustee or the Certificate Administrator assume no responsibility for their correctness. Neither the Trustee nor
the Certificate Administrator makes any representations as to the validity or sufficiency of this Agreement or of any Certificate (other
than as to the signature, if any, of the Trustee or the Certificate Administrator set forth thereon) or of any Mortgage Loan or Trust
Subordinate Companion Loan or related document. Neither the Trustee nor the Certificate Administrator shall be accountable for the use
or application by the Depositor of any of the Certificates issued to it or of the proceeds of such Certificates, or for the use or application
of any funds paid to the Depositor in respect of the assignment of the Mortgage Loans and the Trust Subordinate Companion Loan to the
Trust, or any funds deposited in or withdrawn from the Collection Account or any other account by or on behalf of the Depositor, the
Master Servicer, the Special Servicer or in the case of the Trustee, the Certificate Administrator. The Trustee and the Certificate Administrator
shall not be responsible for the




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accuracy or content of any resolution, certificate,
statement, opinion, report, document, order or other instrument furnished by the Depositor, the Master Servicer or the Special Servicer
and accepted by the Trustee or the Certificate Administrator, in good faith, pursuant to this Agreement.


Section 8.04                 Trustee
or Certificate Administrator May Own Certificates. The Trustee or the Certificate Administrator, each in its individual capacity,
not as Trustee or Certificate Administrator, may become the owner or pledgee of Certificates, and may deal with the Depositor, the Master
Servicer, the Special Servicer or the Underwriters in banking transactions, with the same rights it would have if it were not Trustee
or the Certificate Administrator.


Section 8.05                 Fees
and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator. (a)  As
compensation for the performance of their respective duties hereunder, the Trustee will be paid the Trustee Fee, which shall cover recurring
and otherwise reasonably anticipated expenses of the Trustee, and the Certificate Administrator will be paid the Certificate Administrator
Fee equal to the Certificate Administrator’s portion of one month’s interest at the Certificate Administrator Fee Rate, which
shall cover recurring and otherwise reasonably anticipated expenses of the Certificate Administrator. The Trustee Fee and Certificate
Administrator Fee shall be paid monthly on a Mortgage Loan-by-Mortgage Loan (or Trust Subordinate Companion Loan-by-Trust Subordinate
Companion Loan, if applicable) basis. As to each Mortgage Loan, the Trust Subordinate Companion Loan and REO Loan (other than the portion
of an REO Loan related to any Companion Loan), the Certificate Administrator shall pay to the Trustee monthly the Trustee Fee from the
Certificate Administrator Fee, which Certificate Administrator Fee shall accrue from time to time at the Certificate Administrator Fee
Rate and the Certificate Administrator Fee shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan and a
360-day year consisting of twelve 30-day months. The Trustee Fee (which shall not be limited to any provision of law in regard
to the compensation of a trustee of an express trust) shall constitute the Trustee’s sole form of compensation for all services
rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers, rights and duties
of the Trustee hereunder, except for the reimbursement of expenses specifically provided for herein. The Certificate Administrator Fee
shall constitute the Certificate Administrator’s sole form of compensation for the exercise and performance of its powers and duties
hereunder, except for the reimbursement of expenses specifically provided for herein. No Trustee Fee or Certificate Administrator Fee
shall be payable with respect to any Companion Loan.


(b)                           The Trustee, the Certificate Administrator (in each case, including in its capacity as Custodian and in its individual capacity)
and any director, officer, employee, representative or agent of the Trustee and the Certificate Administrator, respectively, shall be
entitled to be indemnified and held harmless by the Trust (to the extent of amounts on deposit in the Collection Account or the Lower-Tier
REMIC Distribution Account or the Trust Subordinate Companion Loan REMIC Distribution Account, as applicable, from time to time) against
any loss, liability or expense (including, without limitation, costs and expenses of litigation, and of investigation, counsel fees, damages,
judgments and amounts paid in settlement, and expenses incurred in becoming successor master servicer or successor special servicer, to
the extent not otherwise paid hereunder) arising out of, or incurred in connection with, any act or omission of




    	 	-434-	 



    


    

the Trustee or the Certificate Administrator,
respectively, relating to its enforcement of its indemnification under this Agreement or relating to the exercise and performance of any
of the powers, rights and duties of the Trustee or the Certificate Administrator, respectively, hereunder; provided, however,
that none of the Trustee or the Certificate Administrator, nor any of the other above specified Persons shall be entitled to indemnification
pursuant to this Section 8.05(b) for (i) allocable overhead, (ii) expenses or disbursements incurred or made by
or on behalf of the Trustee or the Certificate Administrator, respectively, in the normal course of the Trustee or the Certificate Administrator,
respectively, performing its duties in accordance with any of the provisions hereof, which are not “unanticipated expenses incurred
by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), (iii) any expense or liability
specifically required to be borne thereby pursuant to the terms hereof or (iv) any loss, liability or expense incurred by reason
of willful misconduct, bad faith or negligence in the performance of the Trustee’s or the Certificate Administrator’s, respectively,
obligations and duties hereunder, or by reason of negligent disregard of such obligations or duties, or as may arise from a breach of
any representation or warranty of the Trustee specified in Section 8.12 or the Certificate Administrator specified in Section 8.14,
respectively, made herein. The provisions of this Section 8.05(b) shall survive the termination of this Agreement and any
resignation or removal of the Trustee or the Certificate Administrator, respectively, and appointment of a successor thereto. The foregoing
indemnity shall also apply to the Certificate Administrator in all of its capacities hereunder, including Custodian, Certificate Registrar
and Authenticating Agent.


(c)                            The
Certificate Administrator shall indemnify and hold harmless the Depositor (and, with respect to Certificate Administrator, the Mortgage
Loan Sellers) from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs,
judgments and other costs and expenses incurred by the Depositor (and, with respect to the Certificate Administrator, any Mortgage Loan
Seller or its Affiliates) pursuant to a third party claim under the Securities Act, the Exchange Act or otherwise that arise out of or
are based upon (i) with respect to the Certificate Administrator, a breach by the Certificate Administrator, in its capacity as
17g-5 Information Provider or in any other capacity in which the Certificate Administrator is required to make information available
to a Privileged Person that is an NRSRO, of its obligations under this Agreement or (ii) negligence, bad faith or willful misconduct
on the part of the Certificate Administrator, in its capacity as 17g-5 Information Provider or in any other capacity in which the Certificate
Administrator is required to make information available to a Privileged Person that is an NRSRO, in the performance of such obligations
or its negligent disregard of its obligations and duties under this Agreement.


Section 8.06                 Eligibility
Requirements for Trustee and Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall at
all times be, and shall resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company,
organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate
trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $100,000,000 and
subject to supervision or examination by federal or state authority and in the case of the Trustee, shall not be an Affiliate of the
Master Servicer or the Special Servicer (except during any period when the Trustee is acting as, or has become successor to, the Master
Servicer or the Special Servicer, as the case may be, pursuant to Section 7.02) and (ii) an institution whose long-term
senior unsecured debt is rated at least (A) in the case of the Certificate Administrator,




    	 	-435-	 



    


    

“Baa3” by Moody’s or an issuer
rating of “Baa3” by Moody’s and (B) in the case of the Trustee, “A2” by Moody’s or which has a long-term
counterparty risk assessment of at least “A2(cr)” by Moody’s (provided, however, that the Trustee may
maintain a long term unsecured debt rating of at least “Baa3” by Moody’s if the Master Servicer is an institution whose
long-term senior unsecured debt is rated at least “A2” by Moody’s) “A” by Fitch (or short-term rating
of “F1” by Fitch) (provided, however, that the Trustee may maintain a rating of at least “BBB-”
by Fitch as long as the Master Servicer has a short-term rating of at least “F1” by Fitch or a long-term senior unsecured
debt rating of at least “A” by Fitch) and, if rated by KBRA, “BBB-” by KBRA; (or if not rated by KBRA, then at
least an equivalent rating by two other NRSROs, which may include Moody’s and Fitch), or in the case of the Certificate Administrator
and Trustee, such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation; and (iv) an
entity that is not a Prohibited Party; provided that, in the case of the Trust Subordinate Companion Loan and this Section 8.06,
the Trustee and Certificate Administrator shall only be required to meet the ratings eligibility requirements of Moody’s.


If such corporation, national
bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section 8.06 the combined capital and surplus of such corporation,
national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report
of condition so published. In the event the place of business from which the Certificate Administrator administers the Trust REMICs or
in which the Trustee’s office is located is in a state or local jurisdiction that imposes a tax on the Trust on the net income of
a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions), the Certificate Administrator or the Trustee, as
applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07,
(ii) pay such tax at no expense to the Trust or (iii) administer the Trust REMICs from a state and local jurisdiction that does
not impose such a tax.


Section 8.07                 Resignation
and Removal of the Trustee and Certificate Administrator. (a)  The Trustee and the Certificate Administrator may at
any time resign and be discharged from the trusts hereby created by giving not less than sixty (60) days’ prior written notice
thereof to the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable, the
Operating Advisor, the Asset Representations Reviewer, 17g-5 Information Provider and all Certificateholders. The Certificate Administrator
shall post such notice to the Certificate Administrator’s Website in accordance with Section 3.13(b) and provide
notice of such event to the Master Servicer, the Special Servicer, the Depositor and the 17g-5 Information Provider, which shall
promptly post such notice to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c). Upon
receiving such notice of resignation, the Depositor shall use its reasonable best efforts to promptly appoint a successor trustee or
certificate administrator and, prior to the occurrence and continuance of a Control Termination Event, acceptable to the Directing Certificateholder
by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee or Certificate Administrator and to
the successor trustee or certificate administrator. A copy of such instrument shall be delivered to the Master Servicer, the Special
Servicer, the Certificateholders and the Certificate Administrator or the Trustee, as applicable, by the Depositor. In the event of a
resignation pursuant to this Section 8.07(a), the resigning Trustee or Certificate Administrator, as the case may be, must
pay all costs and expenses associated with the transfer of its




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responsibilities. If no successor trustee or
certificate administrator shall have been so appointed and have accepted appointment within ninety (90) days after the giving of such
notice of resignation, the resigning Trustee or Certificate Administrator may petition any court of competent jurisdiction for the appointment
of a successor trustee or certificate administrator, as applicable, and any expenses associated with such petition shall be an expense
of the Trust.


(b)                           If at any time the Trustee or Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.06
(and in the case of the Certificate Administrator, Section 5.08) and shall fail to resign after written request therefor by
the Depositor or the Master Servicer, or if at any time the Trustee or Certificate Administrator shall become incapable of acting, or
shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator or of its property shall be appointed,
or any public officer shall take charge or control of the Trustee or Certificate Administrator or of its property or affairs for the purpose
of rehabilitation, conservation or liquidation, or if the Trustee or Certificate Administrator (if different than the Trustee) shall fail
(other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder
or as a result of other circumstances beyond the Trustee’s or Certificate Administrator’s, as applicable, reasonable control),
to timely publish any report to be delivered, published or otherwise made available by the Certificate Administrator pursuant to Section 4.02
and such failure shall continue unremedied for a period of five (5) days, or if the Certificate Administrator fails to make distributions
required pursuant to Section 4.01 or Section 9.01, then the Depositor may remove the Trustee or Certificate Administrator,
as applicable, and appoint a successor trustee or certificate administrator, by written instrument, in duplicate, which instrument shall
be delivered to the Trustee or Certificate Administrator so removed and to the successor trustee or certificate administrator in the case
of the removal of the Trustee or Certificate Administrator. A copy of such instrument shall be delivered to the Master Servicer, the Special
Servicer and the Certificateholders by the Depositor. If no successor trustee or certificate administrator has accepted an appointment
within ninety (90) days after the giving of notice of removal, the removed trustee or certificate administrator, as applicable, may petition
any court of competent jurisdiction to appoint a successor trustee or certificate administrator, as applicable, and such petition shall
be an expense of the Trust. In the event of any such termination with cause pursuant to this Section 8.07(b), the removed
trustee or certificate administrator, as applicable, shall be responsible for all costs and expenses necessary to effect the transfer
of responsibilities.


(c)                            The
Holders of Certificates entitled to at least 50% of the Voting Rights may at any time upon thirty (30) days’ prior written notice,
with or without cause, remove the Trustee or Certificate Administrator and appoint a successor trustee or certificate administrator by
written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete
set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee or Certificate Administrator so removed
and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Depositor, the Special Servicer
and the remaining Certificateholders by the Master Servicer. In the event of any such termination without cause pursuant to this Section 8.07(c),
the successor trustee or certificate administrator, as applicable, shall be responsible for all costs and expenses necessary to effect
the transfer of responsibilities from its predecessor.




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(d)                           Any resignation or removal of the Trustee or Certificate Administrator and appointment of a successor trustee or certificate administrator
pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment
by the successor trustee or certificate administrator as provided in Section 8.08 and (ii) the Certificate Administrator
shall have filed any required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings have been completed
with respect to any related Companion Loan. Further, the resigning Trustee or Certificate Administrator, as the case may be, shall pay
all costs and expenses associated with the transfer of its duties.


If the same party is acting
as Trustee and Certificate Administrator pursuant to this Agreement, any removal of either such party in its capacity as Trustee or Certificate
Administrator, as applicable, shall also result in such party’s removal in its capacity as Trustee or Certificate Administrator,
as applicable, and the Depositor shall appoint a successor certificate administrator and a successor trustee, in each instance meeting
the eligibility requirements set forth hereunder.


Upon any succession of the
Trustee or Certificate Administrator under this Agreement, the predecessor Trustee or Certificate Administrator shall be entitled to the
payment of accrued and unpaid compensation and reimbursement as provided for under this Agreement for services rendered and expenses incurred
(including without limitation, unreimbursed Advances). No Trustee or Certificate Administrator shall be personally liable for any action
or omission of any successor trustee or certificate administrator.


(e)                            Upon
the resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the termination
of the Trustee, (a) the outgoing Trustee shall (i) endorse the original executed Mortgage Note (and the Trust Subordinate
Companion Loan, if applicable) (to the extent that the original executed Mortgage Note for each Mortgage Loan (and the Trust Subordinate
Companion Loan, if applicable) was endorsed to the outgoing trustee), without recourse, representation or warranty, express or implied,
to the order of the successor, as trustee for the registered Holders of BBCMS Mortgage Trust 2022-C17, Commercial Mortgage Pass-Through
Certificates, Series 2022-C17 or in blank, and (ii) in the case of the other assignable Mortgage Loan documents (to the extent
such other Mortgage Loan documents were assigned to the outgoing trustee), assign such Mortgage Loan documents to such successor, and
such successor shall review the documents delivered to it or to the Custodian with respect to each Mortgage Loan (and the Trust Subordinate
Companion Loan, if applicable), and certify in writing that, as to each Mortgage Loan (and the Trust Subordinate Companion Loan, if applicable)
then subject to this Agreement, such endorsement and assignment has been made; (b) if any original executed Mortgage Note for
a Mortgage Loan (and the Trust Subordinate Companion Loan, if applicable) was not endorsed to the outgoing trustee, the Custodian shall,
upon its receipt of a Request for Release, deliver such Mortgage Note to the Depositor or the successor trustee, as requested, and the
Master Servicer and the Depositor shall cooperate with any successor trustee to ensure that such Mortgage Note is endorsed (without recourse,
representation or warranty, express or implied) to the order of the successor, as trustee for the registered Holders of BBCMS Mortgage
Trust 2022-C17, Commercial Mortgage Pass-Through Certificates, Series 2022-C17 or in blank; provided, however, that,
notwithstanding anything to the contrary herein, to the extent any such endorsement of such Mortgage Note requires the signature of the
related Mortgage Loan Seller in order to comply with the foregoing, then the




    	 	-438-	 



    


    

Master Servicer shall use reasonable efforts
to cause the related Mortgage Loan Seller to execute such endorsement; (c) if any other assignable Mortgage Loan or Trust Subordinate
Companion Loan document was not assigned to the outgoing trustee, the Custodian shall, upon its receipt of a Request for Release, deliver
such Mortgage Loan or Trust Subordinate Companion Loan document to the Depositor or the successor trustee, as requested, and the Master
Servicer and the Depositor shall cooperate with any successor trustee to ensure that such Mortgage Loan or Trust Subordinate Companion
Loan document is assigned to such successor trustee; and (d) in any case, such successor trustee shall review the documents delivered
to it or to the Custodian with respect to each Mortgage Loan (and the Trust Subordinate Companion Loan, if applicable), and certify in
writing that, as to each Mortgage Loan (and the Trust Subordinate Companion Loan, if applicable) then subject to this Agreement, such
endorsements and assignments have been made or, in the event such endorsement or assignment cannot be made for any reason, to note the
same in such certification.


(f)                              Neither
the Asset Representations Reviewer nor any of its Affiliates may be appointed as successor trustee or certificate administrator.


Section 8.08                 Successor
Trustee or Certificate Administrator. (a)  Any successor trustee or certificate administrator appointed as provided
in Section 8.07 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer and
to its predecessor Trustee or Certificate Administrator an instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the predecessor Trustee or Certificate Administrator shall become effective and such successor trustee or certificate administrator
without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor
hereunder, with the like effect as if originally named as Trustee or Certificate Administrator herein. The predecessor Trustee shall
deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage
Files at the time held on its behalf by a Custodian, which Custodian, at Custodian’s option shall become the agent of the successor
trustee), and the Depositor, the Master Servicer, the Special Servicer and the predecessor Trustee shall execute and deliver such instruments
and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such
rights, powers, duties and obligations, and to enable the successor trustee to perform its obligations hereunder.


(b)                           No
successor trustee or successor certificate administrator shall, as applicable, accept appointment as provided in this Section 8.08
unless at the time of such acceptance such successor trustee or successor certificate administrator, as applicable, shall be eligible
under the provisions of Section 8.06.


(c)                            Upon
acceptance of appointment by a successor trustee or successor certificate administrator as provided in this Section 8.08,
the Master Servicer shall deliver notice of the succession of such Trustee or Certificate Administrator, as applicable, to the Depositor
and the Certificateholders. If the Master Servicer fails to deliver such notice within ten (10) days after acceptance of appointment
by the successor trustee or successor certificate administrator, as applicable, such successor trustee or successor certificate administrator
shall cause such notice to be delivered at the expense of the Master Servicer.




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Section 8.09                Merger or Consolidation of
Trustee or Certificate Administrator. Any Person into which the Trustee or the Certificate Administrator may be merged or
converted or with which it may be consolidated or any Person resulting from any merger, conversion or consolidation to which the
Trustee or the Certificate Administrator shall be a party, or any Person succeeding to all or substantially all of the corporate
trust business of the Trustee or the Certificate Administrator shall be the successor of the Trustee or the Certificate
Administrator, as applicable, hereunder; provided that, in the case of the Trustee, such successor Person shall be eligible
under the provisions of Section 8.06, without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding. The Certificate Administrator shall post such notice to
the Certificate Administrator’s Website in accordance with Section 3.13(b) and shall provide notice of such
event to the Master Servicer, the Special Servicer, the Depositor and the 17g-5 Information Provider, which shall post such
notice to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


Section 8.10                 Appointment
of Co-Trustee or Separate Trustee.

(a)  Notwithstanding any other provisions hereof, at any time, for the purpose of meeting any legal requirements of any
jurisdiction in which any part of the Trust Fund or property securing the same may at the time be located or for enforcement actions
or where a conflict of interest exists, the Master Servicer and the Trustee acting jointly shall have the power and shall execute and
deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees, jointly with
the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in
such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section 8.10,
such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable. If the
Master Servicer shall not have joined in such appointment within fifteen (15) days after the receipt by it of a request to do so, or
in case a Servicer Termination Event shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment.
No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06
hereunder and no notice to Holders of Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be required
under Section 8.08. All co-trustee fees shall be payable out of the Trust Fund.


(b)                           In the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10, all rights, powers,
duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee
and such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction in which any particular
act or acts are to be performed (whether as Trustee hereunder or as successor to the Master Servicer or the Special Servicer hereunder),
the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations
(including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall be exercised and performed by such
separate trustee or co-trustee at the direction of the Trustee.


(c)                            Any
notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then-separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this




    	 	-440-	 



    


    

Agreement and the conditions of this Article VIII.
Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions
of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or
affording protection to, the Trustee. Every such instrument shall be filed with the Trustee.


(d)                           Any
separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name.
If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties,
rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of
a new or successor trustee.


(e)                            The
appointment of a co-trustee or separate trustee under this Section 8.10 shall not relieve the Trustee of its duties
and responsibilities hereunder.


Section 8.11                 Appointment
of Custodians. The Certificate Administrator is hereby appointed as the Custodian to hold all or a portion of the Mortgage Files.
The Custodian shall be a depository institution subject to supervision by federal or state authority, shall have combined capital and
surplus of at least $15,000,000 and shall be qualified to do business in the jurisdiction in which it holds any Mortgage File. The Custodian
shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection
with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of the Custodian, the
Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of one or more Custodians
by the Certificate Administrator shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate
Administrator shall remain responsible for all acts and omissions of any Custodian other than the initial Custodian. Any Custodian appointed
hereunder must maintain a fidelity bond and errors and omissions policy in an amount customary for Custodians which serve in such capacity
in commercial mortgage loan securitization transactions, or may self-insure.


Section 8.12                 Representations
and Warranties of the Trustee. The Trustee hereby represents and warrants to the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, each Serviced Companion Noteholder and the Certificate Administrator for the
benefit of the Certificateholders, as of the Closing Date, that:


(i)                               The Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of the United
States of America;


(ii)                            The
execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee,
will not violate the Trustee’s charter and by-laws or constitute a default (or an event which, with notice or lapse of time,
or both, would constitute a default) under, or result in the breach




    	 	-441-	 



    


    

of, any material agreement or other instrument
to which it is a party or which is applicable to it or any of its assets;


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


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


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


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


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


(viii)                  To
its actual knowledge, the Trustee is not a Risk Retention Affiliate of any Retaining Party or the Park West Village Third Party Purchaser.


Section 8.13                 Provision
of Information to Certificate Administrator, Master Servicer and Special Servicer. The Master Servicer shall promptly, upon request,
provide the Special Servicer and the Certificate Administrator with notice of any change in the identity and/or contact information of
any Serviced Companion Noteholder (to the extent it receives written notice of such change). The Certificate Administrator, Master Servicer
and Special




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Servicer may each conclusively rely on the
information provided to them regarding identity and/or contact information regarding any Serviced Companion Noteholder, and the Certificate
Administrator, Master Servicer and Special Servicer, as applicable, shall have no liability for notices not sent to the correct Serviced
Companion Noteholders or any obligation to determine the identity and/or contact information of the Serviced Companion Noteholders to
the extent updated or correct information regarding the holders of any of the Serviced Companion Noteholders or the most recent identity
and/or contact information regarding any of the Serviced Companion Noteholders has not been provided to the Certificate Administrator,
Master Servicer or Special Servicer, as applicable.


Section 8.14                 Representations
and Warranties of the Certificate Administrator. The Certificate Administrator hereby represents and warrants to the Depositor, the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, each Serviced Companion Noteholder,
and the Trustee, for the benefit of the Certificateholders, as of the Closing Date, that:


(i)                               The
Certificate Administrator is a national banking association duly organized under the laws of the United States of America, duly organized,
validly existing and in good standing under the laws thereof;


(ii)                            The
execution and delivery of this Agreement by the Certificate Administrator, and the performance and compliance with the terms of this
Agreement by the Certificate Administrator, will not violate the Certificate Administrator’s charter and by-laws or constitute
a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any
material agreement or other instrument to which it is a party or which is applicable to it or any of its assets;


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


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


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




    	 	-443-	 



    


    

Certificate Administrator to perform
its obligations under this Agreement or the financial condition of the Certificate Administrator;


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


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


(viii)                  To
its actual knowledge, the Certificate Administrator is not a Risk Retention Affiliate of any Retaining Party or the Park West Village
Third Party Purchaser.


Section 8.15                 Compliance
with the PATRIOT Act. In order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable
to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Laws”),
each of the Trustee, the Certificate Administrator, the Special Servicer and the Master Servicer is required to obtain, verify and record
certain information relating to individuals and entities which maintain a business relationship with the Trustee, the Certificate Administrator,
the Special Servicer or the Master Servicer, as applicable. Accordingly, each of the parties to this Agreement agrees to provide to the
Trustee, the Certificate Administrator, the Special Servicer and the Master Servicer, upon its respective reasonable request from time
to time such identifying information and documentation as may be available for such party in order to enable the Trustee, the Certificate
Administrator, the Special Servicer and the Master Servicer to comply with Applicable Laws.


[End of Article VIII]


Article IX



TERMINATION


Section 9.01                  Termination
upon Repurchase or Liquidation of All Mortgage Loans and the Trust Subordinate Companion Loan. Subject to this Section 9.01
and Section 9.02, the Trust and the respective obligations and responsibilities under this Agreement of the Certificate
Administrator (other than the obligations of the Certificate Administrator to




    	 	-444-	 



    


    

provide for and make payments to Certificateholders
as hereafter set forth), the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer
and the Trustee, shall terminate upon payment (or provision for payment) to the Certificateholders of all amounts held by the Certificate
Administrator and required hereunder to be so paid on the Distribution Date following the earlier to occur of (i) the final payment
(or related Advance) or other liquidation of the last Mortgage Loan, Trust Subordinate Companion Loan and REO Property (as applicable)
subject hereto, (ii) the purchase or other liquidation by the Holders of the majority of the Controlling Class, the Special Servicer,
the Master Servicer or the Holders of the Class R Certificates, in that order of priority, of all the Mortgage Loans, the Trust Subordinate
Companion Loan and the Trust’s portion of each REO Property remaining in the Trust Fund at a price equal to (a) the Termination
Purchase Amount, plus (b) the reasonable out-of-pocket expenses of the Master Servicer and the Special Servicer with
respect to such termination, unless the Master Servicer or the Special Servicer, as applicable, is the purchaser of such Mortgage Loans
or Trust Subordinate Companion Loan, minus (c) solely in the case where the Master Servicer is exercising such purchase right,
the aggregate amount of unreimbursed Advances, together with any interest accrued and payable to the Master Servicer in respect of such
Advances in accordance with Sections 3.03(d) and 4.03(d) and any unpaid Servicing Fees, remaining outstanding and payable
solely to the Master Servicer (which items shall be deemed to have been paid or reimbursed to the Master Servicer in connection with such
purchase) or (iii) so long as the  A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B,
Class C, Class D and Class E Certificates are no longer outstanding, the voluntary exchange by the Sole Certificateholder of
all the then-outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans, the Trust Subordinate
Companion Loan and REO Properties remaining in the Trust Fund pursuant to the terms of the immediately succeeding paragraph; provided,
however, that in no event shall the Trust created hereby continue beyond the expiration of twenty-one (21) years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court of St. James’s,
living on the date hereof. Upon termination of the Trust pursuant to clause (i) of the immediately preceding sentence, the Custodian shall
release or cause to be released to the Master Servicer, at the address provided in Section 13.05 of this Agreement or to such other
address designated by the Master Servicer in writing, any Mortgage Files remaining in its possession.


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D
and Class E Certificates are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class R Certificates)), the Sole Certificateholder shall have the right, with
the consent of the Master Servicer, to exchange all of the outstanding Certificates (other than the Class R Certificates together
with the payment or deemed payment of the Termination Purchase Amount) for all of the Mortgage Loans, Trust Subordinate Companion Loan
and each REO Property remaining in the Trust Fund as contemplated by clause (iii) of the first paragraph of this Section 9.01
by giving written notice to all the parties hereto no later than sixty (60) days prior to the anticipated date of exchange. In the event
that the Sole Certificateholder elects to exchange all of the outstanding Certificates (other than the Class R Certificates) for
all of the Mortgage Loans, Trust Subordinate Companion Loan and the Trust’s portion of each REO Property remaining in the Trust
in accordance with the preceding sentence, such Sole Certificateholder, not later than the Distribution Date on which the final distribution
on the Certificates is to occur, shall remit to the Master Servicer for deposit in




    	 	-445-	 



    


    

the Collection Account an amount in immediately
available funds equal to all amounts due and owing to the Depositor, the Master Servicer, the Special Servicer, the Trustee and the Certificate
Administrator hereunder through the date of the liquidation of the Trust that may be withdrawn from the Collection Account, or an escrow
account acceptable to the respective parties hereto, pursuant to Section 3.05(a) or that may be withdrawn from the Distribution
Account pursuant to Section 3.05(b), but only to the extent that such amounts are not already on deposit in the Collection Account.
In addition, the Master Servicer shall transfer all amounts required to be transferred to the Lower-Tier REMIC Distribution Account
on the P&I Advance Date related to such Distribution Date in which the final distribution on the Certificates is to occur from the
Collection Account pursuant to the first paragraph of Section 3.04(b) (provided, however, that if a Serviced
Whole Loan is secured by REO Property, the portion of the above-described purchase price allocable to such Trust’s portion of
REO Property shall initially be deposited into the related REO Account). Upon confirmation that such final deposits have been made and
following the surrender of all its Certificates (other than the Class R Certificates) on the applicable Distribution Date, the Custodian
shall, upon receipt of a Request for Release from the Master Servicer, release or cause to be released to the Sole Certificateholder or
any designee thereof, the Mortgage Files for the remaining Mortgage Loans and the Trust Subordinate Companion Loan and shall execute all
assignments, endorsements and other instruments furnished to it by the Sole Certificateholder as shall be necessary to effectuate transfer
of the Mortgage Loans, Trust Subordinate Companion Loan and REO Properties remaining in the Trust Fund, and the Trust shall be liquidated
in accordance with Section 9.02. Solely for federal income tax purposes, the Sole Certificateholder shall be deemed to have
purchased the assets of the Lower-Tier REMIC and the Trust Subordinate Companion Loan REMIC for an amount equal to the remaining Certificate
Balance of the Principal Balance Certificates, plus accrued, unpaid interest with respect thereto, and the Certificate Administrator shall
credit such amounts against amounts distributable in respect of such Certificates and Related Lower-Tier Regular Interests and Related
Trust Subordinate Companion Loan REMIC Regular Interests. If the Park West Village Whole Loan (or any related REO Loan) is an asset of
the Trust, (i) if the Mortgaged Property securing the Park West Village Whole Loan has become an REO Property, then the Sole Certificateholder
exercising the exchange described above, as a prerequisite, shall designate a nominee to hold title to such REO Property on behalf of
the purchaser and the holders of the Loan-Specific Certificates and (ii) if the Mortgaged Property securing the Park West Village
Whole Loan is not an REO Property, then the Custodian shall, upon receipt of a Request for Release from the Master Servicer, release or
cause to be released to the Sole Certificateholder or any designee thereof, the Mortgage Note for the related Trust Subordinate Companion
Loan, and shall execute all assignments, endorsements and other instruments furnished to it by the Sole Certificateholder as shall be
necessary to effectuate transfer of such Mortgage Note and the Trust Subordinate Companion Loan REMIC shall be liquidated in accordance
with the procedures set forth in Section 9.02 and neither of the Master Servicer nor the Special Servicer shall have any further
obligation to service such Trust Subordinate Companion Loan hereunder.


The obligations and responsibilities
under this Agreement of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Companion
Paying Agent shall terminate with respect to any Companion Loan to the extent (i) its related Serviced Mortgage Loan has been paid
in full or is no longer part of the Trust Fund




    	 	-446-	 



    


    

and (ii) no amounts payable by the related
Companion Holder to or for the benefit of the Trust or any party hereto in accordance with the related Intercreditor Agreement remain
due and owing.


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates, in that order of
priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in
respect of any related Mortgage Loan), the Trust Subordinate Companion Loan and the Trust’s portion of each REO Property remaining
in the Trust Fund as contemplated by clause (ii) of the first paragraph of this Section 9.01 by giving written
notice to the Trustee, the Certificate Administrator, and the other parties hereto no later than sixty (60) days prior to the anticipated
date of purchase; provided, however, that the Holders of the Controlling Class, the Special Servicer, the Master Servicer,
or the Holders of the Class R Certificates (in that order) may so elect to purchase all of the Mortgage Loans, the Trust Subordinate
Companion Loan and the Trust’s portion of each REO Property remaining in the Trust Fund only on or after the first Distribution
Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less
than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Preliminary Statement. This purchase shall
terminate the Trust and retire the then-outstanding Certificates. In the event that the Master Servicer or the Special Servicer purchases,
or the Holders of the majority of the Controlling Class or the Holders of the Class R Certificates purchase, all of the Mortgage
Loans, the Trust Subordinate Companion Loan and the Trust’s portion of each REO Property remaining in the Trust Fund in accordance
with the preceding sentence, the Master Servicer, the Special Servicer, the Holders of the majority of the Controlling Class or the Holders
of the Class R Certificates, as applicable, shall deposit in the Lower-Tier REMIC Distribution Account not later than the P&I
Advance Date relating to the Distribution Date on which the final distribution on the Certificates is to occur, an amount in immediately
available funds equal to the above-described purchase price (exclusive of any portion thereof payable to any Person other than the
Certificateholders pursuant to Section 3.05(a), which portion shall be deposited in the Collection Account). In addition,
the Master Servicer shall transfer to the Lower-Tier REMIC Distribution Account all amounts required to be transferred thereto on
such P&I Advance Date from the Collection Account pursuant to the first paragraph of Section 3.04(b), together with any
other amounts on deposit in the Collection Account that would otherwise be held for future distribution. Upon confirmation that such final
deposits and payments have been made, the Custodian shall release or cause to be released to the Master Servicer, the Special Servicer,
the Holders of the majority of the Controlling Class or the Holders of the Class R Certificates, as applicable, the Mortgage Files
for the remaining Mortgage Loans and the Trust Subordinate Companion Loan and shall execute all assignments, endorsements and other instruments
furnished to it by the Master Servicer, the Special Servicer, the Holders of the majority of the Controlling Class or the Holders of the
Class R Certificates, as applicable, as shall be necessary to effectuate transfer of the Mortgage Loans, Trust Subordinate Companion
Loan as assets of the Trust and REO Properties remaining in the Trust Fund.


For purposes of this Section 9.01,
the Holders of the majority of the Controlling Class shall have the first option to terminate the Upper-Tier REMIC and Lower-Tier
REMIC, then the Special Servicer, then the Master Servicer, and then the Holders of the Class R Certificates. For purposes of this
Section 9.01, the Directing Certificateholder with the consent




    	 	-447-	 



    


    

of the Holders of the Controlling Class, shall
act on behalf of the Holders of the Controlling Class in purchasing the assets of the Trust and terminating the Trust.


Notice of any termination
pursuant to this Section 9.01 shall be given promptly by the Certificate Administrator by letter to the Certificateholders,
the Loan-Specific Directing Certificateholder each Serviced Companion Noteholder, the Trustee and the 17g-5 Information Provider in
accordance with the provisions of Section 3.13(c) (who shall promptly post a copy of such additional notice on the 17g-5
Information Provider’s Website in accordance with the provisions of Section 3.13(c)) and, if not previously notified
pursuant to this Section 9.01, to the other parties hereto mailed (a) in the event such notice is given in connection
with the purchase of all of the Mortgage Loans, Trust Subordinate Companion Loan and each REO Property remaining in the Trust Fund, not
earlier than the 15th day and not later than the 25th day of the month next preceding the month of the final distribution on the Certificates,
or (b) otherwise during the month of such final distribution on or before the P&I Advance Determination Date in such month, in
each case specifying (i) the Distribution Date upon which the Trust will terminate and final payment of the Certificates will be
made, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date
is not applicable, payments being made only upon presentation and surrender of the Certificates at the offices of the Certificate Registrar
or such other location therein designated.


After transferring the Lower-Tier
Distribution Amount and the Trust Subordinate Companion Loan REMIC Distribution Amount, as applicable and the amount of any Prepayment
Premiums and Yield Maintenance Charges distributable to the Regular Certificates pursuant to Section 4.01(i) to the Upper-Tier
REMIC Distribution Account, in each case pursuant to Section 3.04(b) and upon presentation and surrender of the Certificates
by the Certificateholders on the final Distribution Date, the Certificate Administrator shall distribute to each Certificateholder so
presenting and surrendering its Certificates (i) such Certificateholder’s Percentage Interest of that portion of the amounts
then on deposit in the Upper-Tier REMIC Distribution Account that are allocable to payments on the Class of Certificates so presented
and (ii) any remaining amount shall be distributed to the Class R Certificates in respect of the Class LR Interest or the
Class UR Interest, as applicable. Amounts transferred from the Trust Subordinate Companion Loan REMIC Distribution Account or
Lower-Tier REMIC Distribution Account to the Upper-Tier REMIC Distribution Account as of the final Distribution Date, shall be
distributed in termination and liquidation of the Trust Subordinate Companion Loan REMIC Regular Interests and the Class PWV-R Interest,
or Lower-Tier Regular Interests and the Class LR Interest in accordance with Section 4.01(a), Section 4.01(b),
Section 4.01(c), Section 4.01(f), and Section 4.01(i). Any funds not distributed on such Distribution
Date shall be set aside and held uninvested in trust for the benefit of the Certificateholders not presenting and surrendering their
Certificates in the aforesaid manner and shall be disposed of in accordance with this Section 9.01 and Section 4.01(l).


Section 9.02                 Additional
Termination Requirements. (a) In the event the Master Servicer or the Special Servicer purchases, or the Holders of the Controlling
Class or the Holders of the Class R Certificates purchase, all of the Mortgage Loans, Trust Subordinate Companion Loan and the
Trust’s portion of each REO Property remaining in the Trust Fund as provided in Section 9.01, or in the event Holders
of the Loan-Specific Certificates exchange their Certificates for the Trust Subordinate Companion Loan, the Upper-Tier REMIC and
Lower-Tier REMIC or




    	 	-448-	 



    


    

the Trust Subordinate Companion Loan REMIC,
as applicable, shall be terminated in accordance with the following additional requirements, which meet the definition of a “qualified
liquidation” in Section 860F(a)(4) of the Code:


(i)                               the
Certificate Administrator shall specify the date of adoption of the plan of complete liquidation (which shall be the date of mailing
of the notice specified in Section 9.01) in a statement attached to each of the related Trust REMICs’ final Tax Returns
pursuant to Treasury Regulations Section 1.860F-1;


(ii)                            during
the 90-day liquidation period and at or prior to the time of the making of the final payment on the Certificates, the Certificate
Administrator on behalf of the Trustee shall sell all of the assets of the related Trust REMICs to the Master Servicer, the Special Servicer,
the Holders of the Controlling Class or the Holders of the Class R Certificates, as applicable, for cash; and


(iii)                         within
such 90-day liquidation period and immediately following the making of the final payment on the Lower-Tier Regular Interests and
the Certificates, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders of
the Class R Certificates in respect of the Class LR Interest (in the case of the Lower-Tier REMIC) and in respect of
the Class UR Interest (in the case of the Upper-Tier REMIC) and in respect of the Class PWV-R Interest (in the case of the
Trust Subordinate Companion Loan REMIC) all cash on hand (other than cash retained to meet claims), and the Trust (if applicable) or
the related Trust REMIC(s) shall terminate at that time.


[End of Article IX]


Article X



ADDITIONAL REMIC PROVISIONS


Section 10.01           REMIC
Administration. (a)  The Certificate Administrator shall make elections or cause elections to be made to treat each
Trust REMIC as a REMIC under the Code and, if necessary, under Applicable State and Local Tax Law. Each such election will be made on
Form 1066 or other appropriate federal tax return for the taxable year ending on the last day of the calendar year in which the
Lower-Tier Regular Interests, the Trust Subordinate Companion Loan REMIC Regular Interests and the Regular Certificates are issued. For
the purposes of the REMIC election in respect of the Upper-Tier REMIC, each Class of Regular Certificates shall be designated as
a class of “regular interests” and the Class UR Interest shall be designated as the sole class of “residual
interests” in the Upper-Tier REMIC. For purposes of the REMIC election in respect of the Lower-Tier REMIC, each Class of
Lower-Tier Regular Interests shall be designated as a class of “regular interests” and the Class LR Interest shall
be designated as the sole class of “residual interests” in the Lower-Tier REMIC. For purposes of the REMIC election in
respect of the Trust Subordinate Companion Loan REMIC, each Class of Trust Subordinate Companion Loan REMIC Regular Interests shall be
designated as a class of “regular interests” and the Class PWV-R Interest shall be designated as the sole class of “residual
interests” in the Trust Subordinate Companion Loan REMIC. None of the Special




    	 	-449-	 



    


    

Servicer, the Master Servicer or the Trustee
shall permit the creation of any “interests” (within the meaning of Section 860G of the Code) in any Trust REMIC other
than the foregoing interests.


(b)                           The
Closing Date is hereby designated as the “startup day” (“Startup Day”) of each Trust REMIC within the
meaning of Section 860G(a)(9) of the Code.


(c)                             The
Certificate Administrator shall act on behalf of each Trust REMIC in relation to any tax matter or controversy involving either such
Trust REMIC and shall represent each such Trust REMIC in any administrative or judicial proceeding relating to an examination or audit
by any governmental taxing authority with respect thereto. The legal expenses, including without limitation attorneys’ or accountants’
fees, and costs of any such proceeding and any liability resulting therefrom shall be expenses of the Trust and the Certificate Administrator
shall be entitled to reimbursement therefor out of amounts attributable to the Mortgage Loans, the Trust Subordinate Companion Loan and
any REO Properties on deposit in the Collection Account as provided by Section 3.05(a) unless such legal expenses and costs
are incurred by reason of the Certificate Administrator’s willful misconduct, bad faith or negligence. The Certificate Administrator
shall be designated as the “partnership representative” within the meaning of section 6223 of the Code, of each Trust
REMIC. By their acceptance thereof, the Holders of the Class R Certificates hereby agree to the irrevocable designation of the
Certificate Administrator as the “partnership representative” of each Trust REMIC.


(d)                           The
Certificate Administrator shall prepare or cause to be prepared and shall file, or cause to be filed, all of the Tax Returns that it
determines are required with respect to each Trust REMIC created hereunder, and shall cause the Trustee to sign (and the Trustee shall
timely sign) such Tax Returns in a timely manner. The ordinary expenses of preparing such returns shall be borne by the Certificate Administrator
without any right of reimbursement therefor. The Certificate Administrator shall prepare or cause to be prepared, and file or cause to
be filed with the IRS, on behalf of each of the Trust Subordinate Companion Loan REMIC, the Lower-Tier REMIC and the Upper-Tier REMIC,
an application for a taxpayer identification number for such REMIC on IRS Form SS-4 or obtain such number by other permissible means.
The Certificate Administrator shall be responsible for the preparation of the related IRS Form W-9, if such form is requested. The Trustee
shall be entitled to rely on the information contained therein and is hereby directed to execute such IRS Form W-9; provided, however,
the Certificate Administrator shall also be directed to execute such IRS Form W-9 (in lieu of the Trustee) if permitted by IRS regulations.


(e)                            The
Certificate Administrator shall provide or cause to be provided (i) to any Transferor of a Class R Certificate such information
as is necessary for the application of any tax relating to the Transfer of such Class R Certificate to any Person who is a Disqualified
Organization, or in the case of a Transfer to an agent thereof, to such agent, (ii) to the Certificateholders such information
or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount and market
discount or premium (using the Prepayment Assumption) and (iii) to the Internal Revenue Service a Form 8811, within thirty
(30) days after the Closing Date. The Certificate Administrator shall prepare, and the Trustee shall sign, the Form 8811.




    	 	-450-	 



    


    

(f)                              The Certificate Administrator shall take such actions and shall cause the Trust to take such actions as are reasonably within
the Certificate Administrator’s control and the scope of its duties more specifically set forth herein as shall be necessary to
maintain the status of each Trust REMIC as a REMIC under the REMIC Provisions and the Trustee shall assist the Certificate Administrator
to the extent reasonably requested by the Certificate Administrator to do so. Neither the Master Servicer nor the Special Servicer shall
knowingly or intentionally take any action, cause the Trust to take any action or fail to take (or fail to cause to be taken) any action
reasonably within its control and the scope of duties more specifically set forth herein, that, under the REMIC Provisions, if taken
or not taken, as the case may be, could (i) cause any Trust REMIC to fail to qualify as a REMIC or (ii) result in the imposition
of a tax upon any Trust REMIC or the Trust (including but not limited to the tax on “prohibited transactions” as defined
in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code, but
not including the tax on “net income from foreclosure property”) (either such event, an “Adverse REMIC Event”)
unless the Certificate Administrator receives an Opinion of Counsel (at the expense of the party seeking to take such action or, if such
party fails to pay such expense, and the Certificate Administrator determines that taking such action is in the best interest of the
Trust and the Certificateholders, at the expense of the Trust, but in no event at the expense of the Certificate Administrator or the
Trustee) to the effect that the contemplated action will not, with respect to the Trust or any Trust REMIC created hereunder, cause the
loss of such status or, unless the Certificate Administrator determines in its sole discretion to indemnify the Trust against such tax,
result in the imposition of such a tax (not including a tax on “net income from foreclosure property”). The Trustee shall
not take or fail to take any action (whether or not authorized hereunder) as to which the Certificate Administrator has advised it in
writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action.
The Certificate Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party
seeking to take the action not expressly permitted by this Agreement, but in no event at the expense of the Certificate Administrator
or the Trustee. At all times as may be required by the Code, the Certificate Administrator will to the extent within its control and
the scope of its duties more specifically set forth herein, maintain substantially all of the assets of each Trust REMIC as “qualified
mortgages” as defined in Section 860G(a)(3) of the Code and “permitted investments” as defined in Section 860G(a)(5)
of the Code.


(g)                           In
the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions
to tax, is imposed on any Trust REMIC, such tax shall be charged against amounts otherwise distributable to the Holders of the Certificates,
except as provided in the last sentence of this Section 10.01(g); provided that with respect to the estimated amount
of tax imposed on any “net income from foreclosure property” pursuant to Section 860G(c) of the Code or any similar
tax imposed by a state or local tax authority, the Special Servicer shall retain in the related REO Account a reserve for the payment
of such taxes in such amounts and at such times as it shall deem appropriate (or as advised by the Certificate Administrator in writing),
and shall remit to the Master Servicer such reserved amounts as the Master Servicer shall request in order to pay such taxes. Except
as provided in the preceding sentence, the Master Servicer shall withdraw from the Collection Account sufficient funds to pay or provide
for the payment of, and to actually pay, such tax as is estimated to be legally owed by any Trust REMIC (but such authorization shall
not prevent the Certificate Administrator from contesting, at the expense of the Trust (other than as a consequence of a




    	 	-451-	 



    


    

breach of its obligations under this Agreement),
any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).
The Certificate Administrator is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income
from any “prohibited transaction” under Section 860F(a) of the Code or the amount of any taxable contribution to any
Trust REMIC after the Startup Day that is subject to tax under Section 860G(d) of the Code and use such income or amount, to the
extent necessary, to pay such prohibited transactions tax. To the extent that any such tax (other than any such tax paid in respect of
“net income from foreclosure property”) is paid to the Internal Revenue Service or applicable state or local tax authorities,
the Certificate Administrator shall retain an equal amount from future amounts otherwise distributable to the Holders of Class R
Certificates (as applicable) and shall distribute such retained amounts, (x) in the case of the Trust Subordinate Companion Loan
REMIC Regular Interests, to the Upper-Tier REMIC to the extent they are fully reimbursed for any Park West Village Realized Losses, arising
therefrom and then to the Holders of the Class R Certificates, in the manner specified in Section 4.01(c), (y) in the case of
the Lower-Tier Regular Interests, to the Upper-Tier REMIC to the extent they are fully reimbursed for any Pooled Certificate Realized
Losses arising therefrom and then to the Holders of the Class R Certificates in respect of the Class LR Interest in the manner specified
in Section 4.01(c) and (z) in the case of the Upper-Tier REMIC, to the Holders of the Pooled Principal Balance Certificates
in the manner specified in Section 4.01(a) to the extent they are fully reimbursed for any Pooled Certificate Realized Losses arising
therefrom and then to the Holders of the Class R Certificates in respect of the Class UR Interest. None of the Trustee, the Certificate
Administrator, the Master Servicer or the Special Servicer shall be responsible for any taxes imposed on any Trust REMIC except to the
extent such taxes arise as a consequence of a breach of their respective obligations under this Agreement which breach constitutes willful
misconduct, bad faith, or negligence by such party.


(h)                           The
Certificate Administrator shall, for federal income tax purposes, maintain or cause to be maintained books and records with respect to
each Trust REMIC on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions.


(i)                               Following
the Startup Day, neither the Certificate Administrator nor the Trustee shall accept any contributions of assets to any Trust REMIC unless
the Certificate Administrator and the Trustee shall have received an Opinion of Counsel (at the expense of the party seeking to make
such contribution) to the effect that the inclusion of such assets in such Trust REMIC will not cause an Adverse REMIC Event to occur.


(j)                               Neither
the Certificate Administrator nor the Trustee shall enter into any arrangement by which the Trust or any Trust REMIC will receive a fee
or other compensation for services nor permit the Trust or any Trust REMIC to receive any income from assets other than “qualified
mortgages” as defined in Section 860G(a)(3) of the Code or “permitted investments” as defined in Section 860G(a)(5)
of the Code.


(k)                            Solely
for the purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” of the
Trust Subordinate Companion Loan REMIC Regular Interests, the Lower-Tier Regular Interests and the Regular Certificates is the Rated
Final Distribution Date.




    	 	-452-	 



    


    

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


(m)                         The
Certificate Administrator’s authority under this Agreement includes the authority to make, and the Certificate Administrator is
hereby directed to make, any elections allowed under the Code (i) to avoid the application of Section 6221 of the Code
(or successor provisions) to any Trust REMIC and (ii) to avoid payment by any Trust REMIC under Section 6225 of the Code
(or successor provisions) of any tax, penalty, interest or other amount imposed under the Code that would otherwise be imposed on any
Holder of Class R Certificate, past or present. Each Holder of Class R Certificate agrees, by acquiring such Certificate,
to any such elections, and agrees to reasonably cooperate with the Certificate Administrator in connection with any such election the
Certificate Administrator determines in its discretion are necessary or advisable.


Section 10.02           Use
of Agents. (a)  The Trustee shall execute all of its obligations and duties under this Article X through
its Corporate Trust Office. The Trustee may execute any of its obligations and duties under this Article X either directly
or by or through agents, affiliates or attorneys. The Trustee shall not be relieved of any of its duties or obligations under this Article X
by virtue of the appointment of any such agents or attorneys.


(b)                           The
Certificate Administrator may execute any of its obligations and duties under this Article X either directly or by or through
agents, affiliates or attorneys. The Certificate Administrator shall not be relieved of any of its duties or obligations under this Article X
by virtue of the appointment of any such agents, affiliates or attorneys.


Section 10.03            Depositor,
Master Servicer and Special Servicer to Cooperate with Certificate Administrator. (a)  The Depositor shall provide
or cause to be provided to the Certificate Administrator within ten (10) days after the Depositor receives a request from the Certificate
Administrator, all information or data that the Certificate Administrator reasonably determines to be relevant for tax purposes as to
the valuations and issue prices of the Certificates, including, without limitation, the price, yield, Prepayment Assumptions and projected
cash flow of the Certificates.




    	 	-453-	 



    


    

(b)                           The Master Servicer and the Special Servicer shall each furnish such reports, certifications and information, and upon reasonable
notice and during normal business hours, access to such books and records maintained thereby, as may relate to the Certificates or the
Trust and as shall be reasonably requested by the Certificate Administrator in order to enable it to perform its duties hereunder.


Section 10.04           Appointment
of REMIC Administrators. (a)  The Certificate Administrator may appoint at the Certificate Administrator’s expense,
one or more REMIC Administrators, which shall be authorized to act on behalf of the Certificate Administrator in performing the functions
set forth in Section 10.01 herein. The Certificate Administrator shall cause any such REMIC Administrator to execute and
deliver to the Certificate Administrator an instrument in which REMIC Administrator shall agree to act in such capacity, with the obligations
and responsibilities herein. The appointment of a REMIC Administrator shall not relieve the Certificate Administrator from any of its
obligations hereunder, and the Certificate Administrator shall remain responsible and liable for all acts and omissions of the REMIC
Administrator. Each REMIC Administrator must be acceptable to the Certificate Administrator and must be organized and doing business
under the laws of the United States of America or of any State and be subject to supervision or examination by federal or state authorities.
In the absence of any other Person appointed in accordance herewith acting as REMIC Administrator, the Certificate Administrator hereby
agrees to act in such capacity in accordance with the terms hereof. If Computershare Trust Company, National Association is removed as
Certificate Administrator, then Computershare Trust Company, National Association shall be terminated as REMIC Administrator.


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


(c)                            Any
REMIC Administrator may at any time resign by giving at least thirty (30) days’ advance written notice of resignation to the Trustee,
the Certificate Registrar, the Certificate Administrator, the Master Servicer, the Special Servicer and the Depositor. The Certificate
Administrator may at any time terminate the agency of any REMIC Administrator by giving written notice of termination to such REMIC Administrator,
the Master Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of resignation or upon such a termination,
or in case at any time any REMIC Administrator shall cease to be eligible in accordance with the provisions of this Section 10.04,
the Certificate Administrator may appoint a successor REMIC Administrator, in which case the Certificate Administrator shall give written
notice of such appointment to the Master Servicer, the Trustee and the Depositor and shall mail notice of such appointment to all Certificateholders;
provided, however, that no successor REMIC Administrator shall be appointed unless eligible under the provisions of this
Section 10.04. Any successor REMIC Administrator upon acceptance of its appointment hereunder shall become vested with
all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as REMIC Administrator.
No




    	 	-454-	 



    


    

REMIC Administrator shall have responsibility
or liability for any action taken by it as such at the direction of the Certificate Administrator.


[End of Article X]


Article XI



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


Section 11.01           Intent
of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article XI of this Agreement
is to facilitate compliance by the Depositor (and any Other Depositor of any Other Securitization that includes a Serviced Companion
Loan) with the provisions of Regulation AB and the related rules and regulations of the Commission. The Depositor shall not exercise
its rights to request delivery of information or other performance under these provisions other than in reasonable good faith, or for
purposes other than compliance with the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and, in each case, the rules and
regulations of the Commission thereunder. The parties hereto acknowledge that interpretations of the requirements of Regulation AB
may change over time, due to interpretive guidance provided by the Commission or its staff, and agree to comply with requests made by
the Depositor (or any Other Depositor or Other Trustee of any Other Securitization that includes a Serviced Companion Loan) in good faith
for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB (to the extent
such interpretations require compliance and are not “grandfathered”). In connection with the BBCMS Mortgage Trust 2022-C17,
Commercial Mortgage Pass-Through Certificates, Series 2022-C17, and any Other Securitization subject to Regulation AB that includes
a Serviced Companion Loan, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Custodian and the
Certificate Administrator shall cooperate fully with the Depositor and the Certificate Administrator, and any Other Depositor, Other
Trustee and Other Certificate Administrator of any Other Securitization that includes a Serviced Companion Loan, as applicable, to deliver
or make available to the Depositor or the Certificate Administrator, and any such Other Depositor, Other Trustee or Other Certificate
Administrator, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records
and any other information (in its possession or reasonably attainable) necessary in the reasonable good faith determination of the Depositor
or such Other Depositor, as applicable, to permit the Depositor or such Other Depositor, as applicable, to comply with the provisions
of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer, the Operating Advisor,
the Trustee, the Custodian, the Asset Representations Reviewer and the Certificate Administrator, as applicable, and any Sub-Servicer,
or the servicing of the Mortgage Loans (and the related Serviced Companion Loan, if applicable), reasonably believed by the Depositor
or the related Other Depositor to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable
period of time to comply with any written request made under this Section 11.01, but in any event, shall, upon reasonable
advance written request, provide information in sufficient time to allow the Depositor and each Other Depositor to satisfy any related
filing requirements. For purposes of this Article XI, to the extent any party has an obligation to exercise commercially
reasonable efforts to cause a third party to perform, such




    	 	-455-	 



    


    

party hereunder shall not be required to bring
any legal action against such third party in connection with such obligation.


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


(b)                           Each
of the Master Servicer, the Special Servicer, the Sub-Servicer, the Trustee, the Operating Advisor, the Asset Representations Reviewer
and the Certificate Administrator (each of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Asset Representations
Reviewer and the Certificate Administrator and each Sub-Servicer, for purposes of this Section 11.02, a “Servicer”)
is permitted to utilize one or more Subcontractors to perform certain of its obligations hereunder. If such Subcontractor will be a Servicing
Function Participant, such Servicer shall promptly upon written request provide to the Depositor or any Mortgage Loan Seller (and any
Other Trustee, Other Certificate Administrator and Other Depositor related to any Other Securitization that includes a related Serviced
Companion Loan) a written description (in form and substance satisfactory to the Depositor, such Mortgage Loan Seller or such Other Trustee,
Other Certificate Administrator or Other Depositor, as applicable) of the role and function of each Subcontractor utilized by such Servicer,
specifying (i) the identity of such Subcontractor and (ii) the elements of the Servicing Criteria that will be addressed
in assessments of compliance provided by each such Subcontractor. As a condition to the utilization by such Servicer of any Subcontractor
determined to be a Servicing Function Participant, such Servicer shall (i) with respect to any such Subcontractor engaged by such
Servicer that is an Initial Sub-Servicer, use commercially reasonable efforts to cause, and (ii) with respect to any other
Subcontractor with which it has entered into a servicing relationship, cause such Subcontractor used by such Servicer for the benefit
of the Depositor and the Trustee (and any Other Trustee, Other Certificate Administrator and Other Depositor related to any Other Securitization
that includes a related Serviced Companion Loan) to comply with the provisions of Section 11.10 and Section 11.11
of this Agreement to the same extent as if such Subcontractor were such Servicer. With respect to any




    	 	-456-	 



    


    

Servicing Function Participant engaged by such
Servicer that is an Initial Sub-Servicer, such Servicer shall be responsible for using commercially reasonable efforts to obtain,
and with respect to each other Servicing Function Participant engaged by such Servicer, such Servicer shall obtain from each such Servicing
Function Participant and deliver to the applicable Persons any assessment of compliance report and related accountant’s attestation
required to be delivered by such Subcontractor under Section 11.10 and Section 11.11, in each case, as and when
required to be delivered. For the avoidance of doubt, the Custodian shall not be permitted to utilize any Subcontractor to perform any
of its obligations hereunder.


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


(d)                           In
connection with the succession to the Trustee under this Agreement by any Person (i) into which the Trustee may be merged or consolidated,
or (ii) which may be appointed as a successor to the Trustee, the Trustee shall deliver written notice to the Depositor, the Certificate
Administrator and the 17g-5 Information Provider, which shall promptly post such notice to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c), in each case at least thirty (30) calendar days prior to the effective date of such
succession or appointment (or if such prior notice is violative of applicable law or any applicable confidentiality agreement, no later
than one (1) Business Day after such effective date of succession) and shall furnish to the Depositor and the Certificate Administrator,
in writing and in form and substance reasonably satisfactory to the Depositor and the Certificate Administrator, all information reasonably
necessary for the Certificate Administrator to accurately and timely report, pursuant to Section 11.07, the event under
Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act are required to be filed
under the Exchange Act).


(e)                            Notwithstanding
anything to the contrary contained in this Article XI, in connection with any Sub-Servicer and/or any Mortgage Loan
(and/or Trust Subordinate Companion Loan, if applicable) that is the subject of an Initial Sub-Servicing Agreement, with respect
to all matters related to Regulation AB, the Master Servicer shall not have any obligation other than to use commercially reasonable
efforts to cause such Sub-Servicer to comply with its obligations under such Initial Sub-Servicing Agreement.




    	 	-457-	 



    


    

(f)               
 Any information furnished pursuant to this Section 11.02 shall also be provided, and subject to the reimbursement of any
applicable expenses under Section 11.15, to each Other Depositor and each Other Certificate Administrator (to the extent the
information relates to a party that services, specially services or is trustee for a Serviced Companion Loan) in the same time frame as
set forth in this Section 11.02.


Section 11.03           Filing
Obligations. (a)  The Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer and the Trustee shall reasonably cooperate with the Depositor in connection with the satisfaction
of the Trust’s reporting requirements under the Exchange Act. Pursuant to Sections 11.04, 11.05, 11.06
and 11.07 of this Agreement, the Certificate Administrator shall prepare for execution by the Depositor any Forms 8-K,
10-D, ABS-EE and 10-K required by the Exchange Act, in order to permit the timely filing thereof, and the Certificate Administrator
shall file (via the Commission’s Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”)) such Forms
executed by the Depositor.


Each party hereto shall be
entitled to rely on the information in the Prospectus or this Agreement with respect to the identity of any “sponsor”, credit
enhancer, derivative provider or “significant obligor” as of the Closing Date other than with respect to itself or any information
required to be provided by it or indemnified for by it pursuant to any separate agreement.


(b)                           In
the event that the Certificate Administrator is unable to timely file with the Commission all or any required portion of any Form 8-K,
10-D, ABS-EE or 10-K required to be filed by this Agreement because required disclosure information was either not delivered
to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator will promptly notify
the Depositor. In the case of Forms 10-D, ABS-EE and 10-K, the Depositor, the Master Servicer, the Certificate Administrator,
the Operating Advisor and the Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A,
Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case
of Form 8-K, the Certificate Administrator will, upon receipt of all required Form 8-K Disclosure Information and
upon the approval and direction of the Depositor, include such disclosure information on the next succeeding Form 10-D to
be filed for the Trust. In the event that any previously filed Form 8-K, Form 10-D, Form ABS-EE or Form 10-K
needs to be amended, the Certificate Administrator will notify the Depositor, and such other parties as needed and the parties hereto
will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A, Form 10-D/A, Form ABS-EE/A
or Form 10-K/A. Any Form 15, Form 12b-25 or any amendment to Form 8-K, Form 10-D,
Form ABS-EE or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge
that the performance by the Certificate Administrator of its duties under this Section 11.03 related to the timely preparation
and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE
or Form 10-K is contingent upon the parties observing all applicable deadlines in the performance of their duties under Sections 
11.03, 11.04, 11.05, 11.06, 11.07, 11.08, 11.09, 11.10, 11.11 and 11.15(g)
of this Agreement. The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out of or with
respect to any failure to properly prepare, arrange for execution and/or timely file any such Form 15, Form 12b-25
or any amendments to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K, where such failure results
from the Certificate Administrator’s inability or failure to receive, on a timely basis, any




    	 	-458-	 



    


    

information from any other party hereto needed
to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Form 8-K, Form 10-D,
Form ABS-EE or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.


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


For so long as the Trust
is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar
days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB hereto shall
be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with
a copy to the Master Servicer), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual
knowledge, in EDGAR-Compatible Format, or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor
and such providing parties, the form and substance of any Additional Form 10-D Disclosure, if applicable; provided that
information relating to any REO Account to be reported under “Item 9: Other Information” on Exhibit BB shall be
reported by the Special Servicer to the Master Servicer within four (4) calendar days after the related Distribution Date on Exhibit MM;
(ii) the parties listed on Exhibit BB hereto shall include with such Additional Form 10-D Disclosure, an Additional
Disclosure Notification in the form attached hereto as Exhibit EE (except with respect to the reporting of REO Account balances
which shall be delivered in the form of Exhibit MM hereto) and (iii) the Depositor shall approve, as to form and substance,
or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered
to the Certificate Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com or by facsimile
to (410) 715-2380, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator shall have any duty under this
Agreement to monitor or enforce the performance by the parties listed on Exhibit BB of their duties under this paragraph or
proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor shall be responsible
for any reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D
Disclosure on Form 10-D pursuant to this paragraph.


The Certificate Administrator
shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning
all assets held by the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage
Loan for, a Mortgage Loan contemplated by Section 2.03(b), (ii) a reference to the most recent Form ABS-15G
filed by the Depositor and the Mortgage Loan Sellers, if




    	 	-459-	 



    


    

applicable, and the SEC’s assigned “Central
Index Key” for each such filer, (iii) to the extent such information is provided to the Certificate Administrator by the Master
Servicer in the form of Exhibit MM hereto for inclusion therein within the time period described in this Section 11.04,
the balances of the REO Account (to the extent the related information has been received from the Special Servicer within the time period
specified in this Section 11.04) and the Collection Account as of the related Distribution Date and as of the immediately
preceding Distribution Date, (iv) the balances of the Distribution Accounts, the Gain-on-Sale Reserve Account, the Park West Village
Gain-on-Sale Reserve Account and the Interest Reserve Account, in each case as of the related Distribution Date and as of the immediately
preceding Distribution Date and (v) the most recent Form ABS-EE filing by reference (which such Form ABS-EE shall be filed on or prior
to the filing of the applicable report on Form 10-D). The Depositor and the Mortgage Loan Sellers, in accordance with Section 5(f) of
the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii)
of this paragraph.


Form 10-D requires
the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” 
The Depositor shall notify the Certificate Administrator by email to cts.sec.notifications@wellsfargo.com, no later than the 5th
calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions
should be “no.”  The Certificate Administrator shall be entitled to rely on such representations in preparing, executing
and/or filing any such report.


With respect to any Mortgage
Loan (and the Trust Subordinate Companion Loan, if applicable) that permits Additional Debt or mezzanine debt in the future, the Certificate
Administrator shall include as part of any applicable Form 10-D filed by it, to the extent such information is received by the Certificate
Administrator from the Master Servicer or the Special Servicer, as applicable, substantially in the form of Exhibit KK (A) the
amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Collection Period, (B) the
total Debt Service Coverage Ratio calculated on the basis of the Mortgage Loan (and any Trust Subordinate Companion Loan, if applicable)
and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage
Loan (and any Trust Subordinate Companion Loan, if applicable) and such Additional Debt or mezzanine debt, as applicable.


The Depositor hereby directs
the Certificate Administrator to include the following individual’s name and phone number on the cover of Forms 10-D and
ABS-EE for each reporting period: Name: Daniel Vinson, Telephone: (212) 528-8224. The Certificate Administrator may rely without
further investigation that this information remains correct unless and until the Depositor provides the Certificate Administrator with
a new individual’s name and phone number in writing.


Upon receipt of an Asset
Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b), the Certificate
Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-




    	 	-460-	 



    


    

D for such period in which such Asset Review
Report Summary was delivered, and (ii) post such Asset Review Report Summary to the Certificate Administrator’s Website not
later than two (2) Business Days after receipt of such Asset Review Report Summary from the Asset Representations Reviewer.


To the extent the Certificate
Administrator receives a request from any Certificateholder or Certificate Owner to communicate with other Certificateholders or Certificate
Owners pursuant to Section 5.06, the Certificate Administrator shall include under Item 1B on the Form 10-D relating to the
reporting period in which such request was received a Special Notice regarding the request to communicate, and such Special Notice is
required to include the following and no more than the following: (a) the name of the Certificateholder or Certificate Owner making
the request, (b) the date the request was received, (c) a statement to the effect that the Certificate Administrator has received
such request, stating that such Certificateholder or Certificate Owner is interested in communicating with other Certificateholders or
Certificate Owners with regard to the possible exercise of rights under this Agreement, and (d) a description of the method other
Certificateholders or Certificate Owners may use to contact the requesting Certificateholder or Certificate Owner.


(b)                           After
preparing the Form 10-D and Form ABS-EE, the Certificate Administrator shall forward electronically copies of the Form 10-D
and Form ABS-EE to the Depositor for review no later than ten (10) calendar days after the related Distribution Date or, if the 10th
calendar day after the related Distribution Date is not a Business Day, the immediately preceding Business Day. Within two (2) Business
Days after receipt of such copies, but no later than the two (2) Business Days prior to the 15th calendar day after the Distribution
Date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or
approval of such Form 10-D and Form ABS-EE, respectively, and, a duly authorized officer of the Depositor shall sign the Form 10-D
and Form ABS-EE and return an electronic or fax copy of such signed Form 10-D and Form ABS-EE (with an original executed hard
copy to follow by overnight mail) to the Certificate Administrator. Alternatively, if the Certificate Administrator agrees in its sole
discretion, the Depositor may deliver to the Certificate Administrator manually signed copies of a power of attorney meeting the requirements
of Item 601(b)(24) of Regulation S-K under the Securities Act, and certified copies of a resolution of the Depositor’s
board of directors authorizing such power of attorney, each to be filed with each Form 10-D and each Form ABS-EE, as applicable,
in which case the Certificate Administrator shall sign such Forms 10-D and Forms ABS-EE, as applicable, as attorney in fact
for the Depositor. As provided in Section 11.04(c), the Certificate Administrator shall file such Form ABS-EE, upon receipt
of the Depositor’s signature thereof, prior to the filing of the related Form 10-D. If a Form 10-D or Form ABS-EE cannot be filed
on time or if a previously filed Form 10-D or Form ABS-EE needs to be amended, the Certificate Administrator will follow the
procedures set forth in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator shall
make available on its Internet website a final executed copy of each Form 10-D and Form ABS-EE filed by the Certificate Administrator.
The signing party at the Depositor can be contacted at Barclays Commercial Mortgage Securities LLC, 745 Seventh Avenue, New York, New
York 10019, Attention: Daniel Vinson, Email: Daniel.vinson@barclays.com, with a copy to Barclays Capital Inc., 745 Seventh Avenue, New
York, New York 10019, Attention: Lillian Tillman, Legal Department, Email: lillian.tillman@barclays.com. The parties to this Agreement
acknowledge that the performance




    	 	-461-	 



    


    

by the Certificate Administrator of its duties
under this Section 11.04(b) and Section 11.04(c) related to the timely preparation and filing of Form 10-D
and Form ABS-EE, as applicable, is contingent upon such parties observing all applicable deadlines in the performance of their duties
under this Section 11.04(b) and Section 11.04(c). Neither the Trustee nor the Certificate Administrator shall
have any liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange
for execution and/or timely file such Form 10-D or such Form ABS-EE, respectively, where such failure results from the Certificate
Administrator’s inability or failure to receive, on a timely basis, any information from any party to this Agreement needed to prepare,
arrange for execution or file such Form 10-D or such Form ABS-EE, respectively, not resulting from its own negligence, bad faith
or willful misconduct.


(c)                            Prior
to the filing of each Form 10-D by the Certificate Administrator pursuant to Section 11.04(a), the Certificate Administrator
shall prepare and file on behalf of the Trust any Form ABS-EE in form and substance as required by the Exchange Act and the rules and
regulations of the Commission thereunder; provided that the foregoing shall not apply to any Form ABS-EE required to be filed
with the Commission and incorporated by reference in either the Preliminary Prospectus or the Prospectus. The Certificate Administrator
shall file each Form ABS-EE with a copy of the related CREFC® Schedule AL File received by the Certificate Administrator
pursuant to Section 3.12(d) as Exhibit 102 thereto. To the extent the Certificate Administrator receives any Schedule AL
Additional File with respect to such Form ABS-EE pursuant to Section 3.12(d), the Certificate Administrator shall file
such Schedule AL Additional File as Exhibit 103 to such Form ABS-EE. The Certificate Administrator shall not be required to combine multiple
CREFC® Schedule AL Files or Schedule AL Additional Files. The Certificate Administrator shall not be required to review,
redact, reconcile, edit or verify the content, completeness or accuracy of the information contained in any CREFC® Schedule
AL File or Schedule AL Additional File. After preparing the Form ABS-EE, the Certificate Administrator shall forward electronically a
copy of such Form ABS-EE (together with the related CREFC® Schedule AL File and any Schedule AL Additional File received by the Certificate
Administrator in both EDGAR-Compatible Format and Excel format) concurrently with the related Form 10-D to the Depositor for review
and approval. Any questions are to be directed to KeyBank National Association at the e-mail address provided with the submission of
such CREFC® Schedule AL File and Schedule AL Additional File (or such other e-mail address or phone number provided to the Certificate
Administrator and Depositor in writing from the Master Servicer). The Master Servicer shall reasonably cooperate with the Depositor to
answer any reasonable questions that the Depositor may pose to the Master Servicer regarding the data or information contained in any
CREFC® Schedule AL File or Schedule AL Additional File (other than questions regarding data that is in the Initial Schedule
AL File, Initial Schedule AL Additional File or the Annex A to the Prospectus) as of the time the Master Servicer delivered such CREFC®
Schedule AL File or Schedule AL Additional File, as applicable, to the Certificate Administrator. The Certificate Administrator,
the Master Servicer and the Depositor, as applicable, shall each, to the extent related to such party’s obligations hereunder,
reasonably cooperate to remedy any filing errors regarding any CREFC® Schedule AL File or any Schedule AL Additional File
promptly.


Within two (2) Business
Days after receipt of the copy of Form ABS-EE for review, but no later than the two (2) Business Days prior to the 15th calendar
day after the Distribution Date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically)
of any changes to or approval of such Form ABS-EE, and a duly




    	 	-462-	 



    


    

authorized officer of the Depositor shall sign
the Form ABS-EE and return an electronic or fax copy of such signed Form ABS-EE (with an original executed hard copy to follow by overnight
mail) to the Certificate Administrator. The Certificate Administrator shall file such Form ABS-EE, upon receipt of the Depositor’s
signature thereof, prior to the filing of the related Form 10-D. If a Form ABS-EE cannot be filed on time or if a previously filed
Form ABS-EE needs to be amended, the Certificate Administrator shall follow the procedures set forth in Section 11.03(b).
Promptly after filing with the Commission, the Certificate Administrator shall, make available on the Certificate Administrator’s
website a final executed copy of each Form ABS-EE (together with the related CREFC® Schedule AL File and any Schedule AL
Additional File received by the Certificate Administrator) filed by the Certificate Administrator. The signing party at the Depositor
can be contacted at Barclays Commercial Mortgage Securities LLC, 745 Seventh Avenue, New York, New York 10019, Attention: Daniel Vinson,
Email: Daniel.vinson@barclays.com, with a copy to Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, Attention: Lillian
Tillman, Legal Department, Email: lillian.tillman@barclays.com. The parties to this Agreement acknowledge that the performance by the
Certificate Administrator of its duties under this Section 11.04(c) related to the timely preparation and filing of Form ABS-EE
is contingent upon the responsible parties observing all applicable deadlines in the performance of their duties under this Section 11.04(c).
The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure
to properly prepare or file such Form ABS-EE where such failure results from the Certificate Administrator’s inability or failure
to receive on a timely basis any information from any other party hereto needed to prepare, arrange for execution or file such Form ABS-EE,
not resulting from its own negligence, bad faith or willful misconduct.


The Depositor hereby directs
the Certificate Administrator to include the following individual’s name and phone number on the cover of Form ABS-EE for each reporting
period: Name: Daniel Vinson, Telephone: (212) 528-8224. The Certificate Administrator may rely without further investigation
that this information remains correct unless and until the Depositor provides the Certificate Administrator with a new individual’s
name and phone number in writing.


(d)                          Any
notice and/or information furnished or required to be furnished pursuant to this Section 11.04 shall also be provided to
each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced Companion
Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same time frame as
set forth in this Section 11.04.


Section 11.05            Form 10-K
Filings. (a)  Within ninety (90) days after the end of each fiscal year of the Trust (it being understood that the
fiscal year for the Trust ends on December 31 of each year) or such earlier date as may be required by the Exchange Act (the “10-K
Filing Deadline”), commencing in March 2023, the Certificate Administrator shall prepare and file on behalf of the Trust a
Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following
items, in each case to the extent they have been delivered to the Certificate Administrator within the applicable time frames set forth
in this Agreement:




    	 	-463-	 



    


    

(i)                               an annual compliance statement for the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the
Custodian and each Additional Servicer, as described under Section 11.09, including disclosure regarding any material instance
of noncompliance and the nature and status thereof;


(ii)                            (A)  the
annual reports on assessment of compliance with servicing criteria for the Trustee, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each other Servicing Function Participant; and


(B)                       if
any such report on assessment of compliance with Servicing Criteria described under Section 11.10 identifies any material
instance of noncompliance, disclosure identifying such instance of noncompliance (including whether such instance of noncompliance involved
the servicing of the assets backing the Certificates issued pursuant to this Agreement and any steps taken to remedy such instance of
noncompliance), or if such report on assessment of compliance with Servicing Criteria described under Section 11.10 is
not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report
is not included;


(iii)                         (A)  the
registered public accounting firm attestation report for the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Custodian, the Operating Advisor, each Additional Servicer and each Servicing Function Participant; and


(B)                       if any registered public accounting firm attestation report described under Section 11.11 identifies any material instance
of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation
report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such
report is not included; and


(iv)                        a certification in the form attached hereto as Exhibit Y, with such changes as may be necessary or appropriate as a
result of changes promulgated by the Commission (the “Sarbanes-Oxley Certification”), which shall, except as described
below, be signed by the senior officer of the Depositor in charge of securitization.


Any disclosure or information in addition to
(i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”)
shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit CC to the Depositor and the Certificate
Administrator and approved by the Depositor and the Certificate Administrator will have no duty or liability for any failure hereunder
to determine or prepare any Additional Form 10-K Disclosure, absent such reporting, direction and approval. Information delivered
to the Certificate Administrator hereunder should be delivered (i) by email to cts.sec.notifications@wellsfargo.com and also (ii)
by email to form10K.compliance@cwt.com.




    	 	-464-	 



    


    

As set forth on Exhibit CC
hereto, no later than March 1st of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in
2023, (i) the parties listed on Exhibit CC shall be required to provide to the Certificate Administrator and the Depositor,
to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible
Format or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and such providing parties, the
form and substance of any Additional Form 10-K Disclosure, if applicable, (ii) the parties listed on Exhibit CC
hereto shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto
as Exhibit EE and (iii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the
inclusion of the Additional Form 10-K Disclosure on Form 10-K. Neither the Trustee nor the Certificate Administrator
has any duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit CC of their duties
under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. The
Depositor will be responsible for any reasonable expenses incurred by the Trustee and the Certificate Administrator in connection with
including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.


Form 10-K requires
the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” 
The Depositor shall notify the Certificate Administrator in writing via cts.sec.notifications@wellsfargo.com, no later than March
1st with respect to the filing of a report on Form 10-K, if the answer to the questions should be “no.” The Certificate
Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report.


(b)                           After
preparing the Form 10-K, the Certificate Administrator shall forward electronically a copy of the Form 10-K to
the Depositor for review no later than six (6) Business Days prior to the 10-K Filing Deadline. Within three (3) Business Days after
receipt of such copy, but no later than March 25th, the Depositor shall notify the Certificate Administrator in writing (which may be
furnished electronically) of any changes to or approval of such Form 10-K and the senior officer in charge of securitization
for the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with
an original executed hard copy to follow by overnight mail) to the Certificate Administrator at such time. If a Form 10-K
cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator shall follow
the procedures set forth in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator
shall make available on its Internet website a final executed copy of each Form 10-K filed by the Certificate Administrator.
The signing party at the Depositor can be contacted at Barclays Commercial Mortgage Securities LLC, 745 Seventh Avenue, New York, New
York 10019, Attention: Daniel Vinson, Email: Daniel.vinson@barclays.com, with a copy to Barclays Capital Inc., 745 Seventh Avenue, New
York, New York 10019, Attention: Lillian Tillman, Legal Department, Email: lillian.tillman@barclays.com. The parties to this Agreement
acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.05 related to the
timely preparation and filing of Form 10-K is contingent upon the parties to this Agreement (and any




    	 	-465-	 



    


    

Additional Servicer or Servicing Function Participant
engaged or utilized, as applicable, by any such parties) observing all applicable deadlines in the performance of their duties under this
Section 11.05. Neither the Trustee nor the Certificate Administrator shall have any liability for any loss, expense, damage,
claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file such Form 10-K,
where such failure results from the Certificate Administrator’s failure to receive, on a timely basis, any information from the
parties to this Agreement (or any Sub-Servicer or Servicing Function Participant engaged by any such parties) needed to prepare, arrange
for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.


(c)                            Upon
written request from any Mortgage Loan Seller, the Master Servicer or the Special Servicer, the Certificate Administrator shall confirm
to such Mortgage Loan Seller, Master Servicer or Special Servicer whether it has received notice that any party to this Agreement has
changed since the Closing Date and will provide to such Mortgage Loan Seller, the Master Servicer or the Special Servicer, if known to
the Certificate Administrator, the identity of the new party.


(d)                           Any
notice and/or information furnished or required to be furnished pursuant to this Section 11.05 shall also be provided to
each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced Companion
Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same time frame as
set forth in this Section 11.05.


Section 11.06           Sarbanes-Oxley
Certification. Each Form 10-K shall include a Sarbanes-Oxley Certification in the form attached as Exhibit Y
required to be included therewith pursuant to the Sarbanes-Oxley Act. For so long as the Trust or the trust for any Other Securitization
is subject to the reporting requirements of the Exchange Act, the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Custodian, the Operating Advisor and the Asset Representations Reviewer (in the case of the Asset Representations
Reviewer, solely with respect to reporting periods in which the Asset Representations Reviewer is required to conduct an Asset Review
or prepare or deliver an Asset Review Report) shall provide, and (i) with respect to each Initial Sub-Servicer engaged by
the Master Servicer or the Special Servicer, as applicable, that is a Servicing Function Participant use commercially reasonable efforts
to cause such Initial Sub-Servicer to provide, and (ii) with respect to each other Servicing Function Participant with which
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor has entered
into a servicing relationship with respect to the Mortgage Loans (and the Trust Subordinate Companion Loans, if applicable), shall cause
such Servicing Function Participant to provide, to each Person who signs the Sarbanes-Oxley Certification for the Trust or any Other
Securitization that includes a Serviced Companion Loan (individually and collectively, the “Certifying Person”), on
or before March 1st of each year commencing in March 2023, a certification substantially in the form attached hereto as
Exhibits Z-1, Z-2, Z-3, Z-4, Z-5, Z-6 or Z-7 (each, a “Performance
Certification”), as applicable, on which the Certifying Person, each entity for which such Certifying Person acts as an officer
(if the Certifying Person is an individual), and such entity’s officers, directors and Affiliates (collectively with the Certifying
Person, “Certification Parties”) can reasonably rely; provided that, if a Servicing Function Participant (other than
an Initial Sub-Servicer) with which the Master Servicer, the Special Servicer, the Trustee, the Certificate




    	 	-466-	 



    


    

Administrator, the Custodian or the Operating
Advisor has entered into a servicing relationship with respect to the Mortgage Loans fails to provide a Performance Certification, the
Performance Certification provided by the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian
or the Operating Advisor, as applicable, that engaged such Servicing Function Participant shall not exclude information that would have
been provided by such Servicing Function Participant. In addition, in the event that any Serviced Companion Loan is deposited into a commercial
mortgage securitization (including an “Other Securitization”) and the Reporting Servicer is provided with timely and
complete contact information for the parties to such Other Securitization, each Reporting Servicer, upon not less than thirty (30) days
prior written request, shall provide to the Person who signs the Sarbanes-Oxley Certification with respect to such Other Securitization
either the Performance Certification or a separate certification in form and substance similar to applicable Performance Certification
(which shall address the matters contained in the applicable Performance Certification, but solely with respect to the related Companion
Loan) on which such Person, the entity for which the Person acts as an officer (if the Person is an individual), and such entity’s
officers, directors and Affiliates can reasonably rely. With respect to any Non-Serviced Companion Loan, the Certificate Administrator
will use its reasonable efforts to procure a Sarbanes-Oxley Certification from the applicable Non-Serviced Master Servicer, Non-Serviced
Special Servicer and Non-Serviced Trustee in form and substance similar to a Performance Certification. The senior officer in charge
of securitization for the Depositor shall serve as the Certifying Person on behalf of the Trust. In addition, each Reporting Servicer
shall execute a reasonable reliance certificate (which may be included as part of such other certifications being delivered by such Reporting
Servicer) to enable the Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 11.09,
if applicable, (ii) annual report on assessment of compliance with Servicing Criteria provided pursuant to Section 11.10
and (iii) accountant’s report provided pursuant to Section 11.11, and shall include a certification that each such
annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Reporting
Servicer to enable such accountants to render the certificates provided for in Section 11.11. In the event any Reporting Servicer
is terminated or resigns pursuant to the terms of this Agreement, or any applicable sub-servicing agreement or primary servicing agreement,
as the case may be, such Reporting Servicer shall provide a certification to the Certifying Person pursuant to this Section 11.06
with respect to the period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement,
as the case may be. Each such Performance Certification shall be provided in EDGAR-Compatible Format, or in such other format agreed
upon by the Depositor, the Certificate Administrator and such providing parties. Notwithstanding the foregoing, nothing in this Section 11.06
shall require any Reporting Servicer (i) to certify or verify the accurateness or completeness of any information provided to such
Reporting Servicer by third parties (including a “significant obligor”, but other than an Additional Servicer or a Sub-Servicer
appointed pursuant to Section 3.20), (ii) to certify information other than to such Reporting Servicer’s knowledge
and in accordance with such Reporting Servicer’s responsibilities hereunder or (iii) with respect to completeness of information
and reports, to certify anything other than that all fields of information called for in written reports prepared by such Reporting Servicer
have been completed except as they have been left blank on their face.


Notwithstanding anything
to the contrary contained in this Section 11.06, with respect to each year in which the Trust and the trust for each Other
Securitization is not subject




    	 	-467-	 



    


    

to the reporting requirements of the Exchange
Act, none of the parties required to deliver any certification under this Section 11.06 shall be obligated to do so.


Section 11.07   
Form 8-K Filings. Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K
(each such event, a “Reportable Event”), and if requested by the Depositor and to the extent it receives the Form 8-K
Disclosure Information described below, the Certificate Administrator shall prepare and file on behalf of the Trust any Form 8-K,
as required by the Exchange Act and shall provide notice thereof to Form10K.Compliance@cwt.com, provided that the Depositor shall
file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable
Event or that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure Information”)
shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit DD to the Depositor and the Certificate
Administrator and approved by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder
to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, absent such reporting, direction and approval.


As set forth on Exhibit DD
hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than close of business, New York City
time, on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties set forth on Exhibit DD hereto
shall be required to provide to the Depositor and the Certificate Administrator, to the extent a Regulation AB Servicing Officer
or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format or in such other format agreed upon by
the Depositor, the Certificate Administrator and such providing parties any Form 8-K Disclosure Information, if applicable, (ii) the
parties listed on Exhibit DD hereto shall include with such Form 8-K Disclosure Information, an Additional Disclosure
Notification in the form attached hereto as Exhibit EE and (iii) the Depositor will approve, as to form and substance,
or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information on Form 8-K. Neither the Trustee
nor the Certificate Administrator has any duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit DD
of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information.
The Depositor will be responsible for any reasonable expenses incurred by the Trustee and the Certificate Administrator in connection
with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. Information delivered to
the Certificate Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com or by facsimile to
(410) 715-2380, Attn: CTS SEC Notifications.


After preparing the Form 8-K,
the Certificate Administrator shall forward electronically a copy of the Form 8-K to the Depositor for review no later than noon,
New York City time, on the 3rd Business Day after the Reportable Event, but in no event earlier than 24 hours after having received the
Form 8-K Disclosure Information pursuant to the immediately preceding paragraph. Promptly, but no later than the close of business
on the 3rd Business Day after the Reportable Event, the Depositor shall notify the Certificate Administrator in writing (which may be
furnished electronically) of any changes to or approval of such Form 8-K. No later than noon, New York City time, on the 4th
Business Day after the Reportable Event, a duly authorized officer of the Depositor shall sign the Form 8-K and return an electronic
or fax copy




    	 	-468-	 



    


    

of such signed Form 8-K (with an original
executed hard copy to follow by overnight mail) to the Certificate Administrator. If a Form 8-K cannot be filed on time or if
a previously filed Form 8-K needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.03(b).
Promptly after filing with the Commission, the Certificate Administrator will, make available on its Internet website a final executed
copy of each Form 8-K filed by the Certificate Administrator. The signing party at the Depositor can be contacted at Barclays
Commercial Mortgage Securities LLC, 745 Seventh Avenue, New York, New York 10019, Attention: Daniel Vinson, Email: Daniel.vinson@barclays.com,
with a copy to Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, Attention: Lillian Tillman, Legal Department, Email:
lillian.tillman@barclays.com. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties
under this Section 11.07 related to the timely preparation and filing of Form 8-K is contingent upon such parties
observing all applicable deadlines in the performance of their duties under this Section 11.07. Neither the Trustee nor the
Certificate Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure
to properly prepare, arrange for execution and/or timely file such Form 8-K, where such failure results from the Certificate
Administrator’s inability or failure to receive, on a timely basis, any information from the parties to this Agreement needed to
prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.


The Master Servicer, the
Special Servicer, the Certificate Administrator and the Trustee shall promptly notify (and the Master Servicer and the Special Servicer,
as applicable, shall (i) with respect to each Initial Sub-Servicer that is an Additional Servicer engaged by such Master Servicer
or Special Servicer, as applicable, use commercially reasonable efforts to cause such Additional Servicer to promptly notify and (ii) with
respect to each other Additional Servicer with which it has entered into a servicing relationship with respect to the Mortgage Loans (and
the Trust Subordinate Companion Loan, if applicable) (other than a party to this Agreement) cause such Additional Servicer to promptly
notify) the Depositor and the Certificate Administrator, but in no event later than noon, New York City time, on the 2nd Business Day
after its occurrence, of any Reportable Event applicable to such party to the extent a Regulation AB Servicing Officer or Responsible
Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format.


Notwithstanding anything
to the contrary in this Section 11.07, with respect to each year in which the Trust and the trust for each Other Securitization
is not subject to the reporting requirements of the Exchange Act, none of the parties hereto are required to deliver Form 8-K
Disclosure Information.


Any notice and/or information
furnished or required to be furnished pursuant to this Section 11.07 shall also be provided to each Other Depositor and each
Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced Companion Loan or a party that services,
specially services or is trustee or custodian for a Serviced Companion Loan) in the same time frame as set forth in this Section 11.07.


For so long as the Trust
is subject to the reporting obligations of the Exchange Act, with respect to any Non-Serviced Mortgage Loan serviced under the related
Non-Serviced PSA, no resignation, removal or replacement of any party to such Non-Serviced PSA that would




    	 	-469-	 



    


    

be required to be reported on a Form 8-K relating
to this Trust shall become effective with respect to this Trust until the Certificate Administrator has filed any required Form 8-K pursuant
to this Section 11.07.


To the extent the Depositor
has made a Form 8-K/A filing regarding this Agreement, the Depositor shall notify the Certificate Administrator by electronic mail to
cts.sec.notifications@wellsfargo.com and trustadministrationgroup@wellsfargo.com, no later than two (2) Business Days after
the filing of such Form 8-K/A that attaches this Agreement. The Certificate Administrator shall furnish such notice to each then-current
Serviced Companion Noteholder at the address received from the Master Servicer upon such request made pursuant to Section 8.13.


Section 11.08            Form 15
Filing. On or prior to January 30th of the first year in which the Depositor shall provide notice to the Certificate Administrator
of its ability under applicable law to suspend its Exchange Act filings, the Certificate Administrator shall prepare and file a notification
relating to the automatic suspension of reporting in respect of the Trust under the Exchange Act (the “Form 15 Suspension
Notification”) or any form necessary to be filed with the Commission to suspend such reporting obligations. With respect to
any reporting period occurring after the filing of such form, the obligations of the parties to this Agreement under Section 11.04,
Section 11.05 and Section 11.07 shall be suspended and reports or certifications due under Section 11.09,
11.10 and 11.11 shall not be due until April 15th of each year. The Certificate Administrator shall provide prompt notice
to the Mortgage Loan Sellers and all other parties hereto that such form has been filed. If, after the filing of a Form 15 Suspension
Notification, the Depositor shall provide notice to the Certificate Administrator that it is required to resume its Exchange Act filings,
the Certificate Administrator shall recommence preparing and filing reports on Forms 10-K, 10-D, ABS-EE and 8-K
as required pursuant to Section 11.04, Section 11.05 and Section 11.07, and all parties’
obligations under this Article XI shall recommence.


Section 11.09            Annual
Compliance Statements. The Master Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced special
servicing of a Mortgage Loan or Trust Subordinate Companion Loan), the Custodian, the Trustee (provided, however, that
the Trustee shall not be required to deliver an assessment of compliance with respect to any period during which there was no Relevant
Servicing Criteria applicable to it) and the Certificate Administrator (each, a “Certifying Servicer”) shall (and
each such party shall (i) with respect to each Additional Servicer engaged by the Certifying Servicer that is an Initial Sub-Servicer,
use commercially reasonable efforts to cause such Additional Servicer to deliver to and (ii) with respect to each other Additional
Servicer that is also a Servicing Function Participant with which it has entered into a servicing relationship with respect to the Mortgage
Loans (and the Trust Subordinate Companion Loan), cause such Additional Servicer to deliver to), on or before March 1st of each
year commencing in March 2023, furnish to the Trustee, the Certificate Administrator (which copy shall be deemed furnished by
the Certificate Administrator when made available on its Internet website), the Depositor and the 17g-5 Information Provider (who
shall post to the 17g-5 Information Provider’s Website), an Officer’s Certificate, in the form attached hereto as Exhibit HH
(or such other form, similar in substance, as may be reasonably acceptable to the Depositor) stating, as to the signer thereof, that
(A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion




    	 	-470-	 



    


    

thereof and of such Certifying Servicer’s
performance under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional
Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such
review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable sub-servicing agreement
or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof,
or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer
and the nature and status thereof. Such Officer’s Certificate shall be provided in EDGAR-Compatible Format, or in such other
format agreed upon by the Depositor, the Certificate Administrator and such providing parties. Each Certifying Servicer shall (i) with
respect to each Additional Servicer engaged by such Certifying Servicer that is an Initial Sub-Servicer, cause (or, in the case of
a sub-servicer that is also a Servicing Function Participant that a Mortgage Loan Seller requires the Master Servicer to retain, to use
commercially reasonable efforts to cause) such Additional Servicer, and (ii) with respect to each other Additional Servicer with
which it has entered into a servicing relationship with respect to the Mortgage Loans or the Trust Subordinate Companion Loan, cause such
Additional Servicer to forward a copy of each such statement (or, in the case of the Certificate Administrator, make a copy of each such
statement available on its Internet website) to the Directing Certificateholder and the 17g-5 Information Provider. With respect to
any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such Officer’s Certificate
from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance
similar to the form attached hereto as Exhibit HH. Promptly after receipt of each such Officer’s Certificate, the Depositor
may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer as to the nature of any failures
by the Certifying Servicer or any related Additional Servicer with which the Certifying Servicer has entered into a servicing relationship
with respect to the Mortgage Loans in the fulfillment of any of the Certifying Servicer’s or Additional Servicer’s obligations
hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of the Certifying Servicer and each
Additional Servicer under this Section 11.09 apply to the Certifying Servicer and each Additional Servicer that serviced a
Mortgage Loan during the applicable period, whether or not such Certifying Servicer or Additional Servicer is acting as the Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator or Additional Servicer at the time such Officer’s Certificate is
required to be delivered. None of the Master Servicer, Special Servicer or Additional Servicer shall be required to cause the delivery
of any such statement until April 15 in any given year so long as it has received written confirmation from the Depositor (or, in
the case of an Other Securitization, the related Other Depositor) that a report on Form 10-K is not required to be filed in respect
of the Trust or the trust for any Other Securitization for the preceding calendar year.


In the event the Master Servicer,
the Special Servicer, the Trustee or the Certificate Administrator is terminated or resigns pursuant to the terms of this Agreement, such
party shall provide, and each of the Master Servicer and the Special Servicer shall (i) with respect to an Initial Sub-Servicer
engaged by such party that is an Additional Servicer that resigns or is terminated under any applicable servicing agreement, use its reasonable
efforts to cause such Additional Servicer to provide and (ii) with respect to any other Additional Servicer engaged by such party
that resigns or is terminated under any applicable servicing agreement, cause such Additional Servicer to provide, an annual statement
of compliance pursuant to this




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Section 11.09 with respect to the
period of time that the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator was subject to this Agreement
or the period of time that such Additional Servicer was subject to such other servicing agreement.


Any certificate, statement,
report, notice and/or information furnished or required to be furnished pursuant to this Section 11.09 shall also be provided
to each Other Depositor and each Other Certificate Administrator (to the extent such item and/or information relates to a party that services,
specially services or is trustee or custodian for a Serviced Companion Loan) in the same time frame as set forth in this Section 11.09.


Section 11.10           Annual
Reports on Assessment of Compliance with Servicing Criteria. (a)  On or before March 1st of each year commencing
in March 2023, the Master Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced special servicing
of the Mortgage Loans or Trust Subordinate Companion Loans), the Trustee (provided, however, that the Trustee shall not
be required to deliver an assessment of compliance with respect to any period during which there was no Relevant Servicing Criteria applicable
to it), the Custodian, the Operating Advisor, the Certificate Administrator and each Additional Servicer, each at its own expense, shall
furnish (and each such party shall (i) with respect to each Initial Sub-Servicer engaged by such Master Servicer, Special
Servicer, Trustee, Operating Advisor, Custodian or Certificate Administrator that is a Servicing Function Participant, use commercially
reasonable efforts to cause such Servicing Function Participant to furnish and (ii) with respect to each other Servicing Function
Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans (and the Trust Subordinate Companion
Loan, if applicable), cause such Servicing Function Participant to furnish) to the Trustee, the Certificate Administrator, the Depositor
(which copy shall be deemed furnished by the Certificate Administrator when made available on its Internet website) (and, with respect
to the Special Servicer, also to the Operating Advisor), and the 17g-5 Information Provider, a report substantially in the form of
Exhibit II or such other form provided by such Reporting Servicer that complies in all material respects with the requirements
of Item 1122 of Regulation AB, on an assessment of compliance with the Servicing Criteria applicable to it that contains
(A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria,
(B) a statement that such Reporting Servicer used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing
Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the
period ending the end of the fiscal year covered by the Form 10-K required to be filed pursuant to Section 11.05,
including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure
and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report
on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. With respect
to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such report from the
applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar
to the form attached hereto as Exhibit II. Such report shall be provided in EDGAR-Compatible Format, or in such other
format agreed upon by the Depositor, the Certificate Administrator and the Reporting Servicer.




    	 	-472-	 



    


    

Each such report shall be
addressed to the Depositor and signed by an authorized officer of the applicable company, and shall address the Relevant Servicing Criteria
specified on a certification substantially in the form of Exhibit AA hereto delivered to the Depositor on the Closing Date.
Promptly after receipt of each such report, (i) the Depositor may review each such report and, if applicable, consult with each Reporting
Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria applicable to it (and each Servicing
Function Participant engaged or utilized by each Reporting Servicer, as applicable), and (ii) the Certificate Administrator shall
confirm that the assessments taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit AA
and notify the Depositor of any exceptions. None of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Operating Advisor or any Servicing Function Participant shall be required to cause the delivery of any such assessments until April
15th in any given year so long as it has received written confirmation from the Depositor (or, in the case of an Other Securitization,
the related Other Depositor) that a report on Form 10-K is not required to be filed in respect of the Trust or the trust for
any Other Securitization for the preceding calendar year.


Notwithstanding the foregoing,
at any time that the Certificate Administrator and the Trustee are the same entity, the Certificate Administrator and Trustee may provide
a combined assessment of compliance required pursuant to this Section 11.10(a) in respect of their combined Relevant Servicing
Criteria as set forth on Exhibit AA hereto.


(b)                           The
Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator hereby acknowledge and agree
that the Relevant Servicing Criteria set forth on Exhibit AA is appropriately set forth with respect to such party and
any Servicing Function Participant with which the Master Servicer, Special Servicer, Trustee, Operating Advisor or Certificate Administrator
has entered into a servicing relationship.


(c)                            No
later than February 1 of each year, the Master Servicer and the Special Servicer shall notify the Certificate Administrator, the Depositor
and each Mortgage Loan Seller as to the name of each Additional Servicer engaged by it and each Servicing Function Participant utilized
by it, in each case other than with respect to any Initial Sub-Servicer, and the Trustee, the Operating Advisor and the Certificate
Administrator shall notify the Depositor and each Mortgage Loan Seller as to the name of each Servicing Function Participant utilized
by it, in each case by providing an updated Exhibit GG, and each such notice (except to a Mortgage Loan Seller) shall specify
what specific Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant.
When the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Operating Advisor submit their assessments
pursuant to Section 11.10(a), the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and
the Operating Advisor, as applicable, shall also at such time include the assessment (and related attestation pursuant to Section 11.11)
of each Servicing Function Participant engaged by it.


In the event the Master Servicer,
the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator is terminated or resigns pursuant
to the terms of this Agreement, such party shall provide, and each such party shall cause any Servicing Function Participant engaged by
it to provide (and each of the Master Servicer and the Special Servicer shall (i) with respect to an Initial Sub-Servicer engaged
by such Master Servicer or




    	 	-473-	 



    


    

Special Servicer that is an Additional Servicer
that resigns or is terminated under any applicable servicing agreement, use its reasonable efforts to cause such Additional Servicer and
(ii) with respect to any other Additional Servicer that resigns or is terminated under any applicable servicing agreement, cause
such Additional Servicer to provide) an annual assessment of compliance pursuant to this Section 11.10, coupled with an attestation
as required in Section 11.11 with respect to the period of time that the Master Servicer, the Special Servicer, the Trustee,
the Operating Advisor, the Custodian or the Certificate Administrator was subject to this Agreement or the period of time that the Additional
Servicer was subject to such other servicing agreement.


(d)                           Any
certificate, statement, report, assessment, attestation, notice and/or information furnished or required to be furnished pursuant to
this Section 11.10 shall also be provided to each Other Depositor and each Other Certificate Administrator (to the extent
such item and/or information relates to a party that services, specially services or is trustee or custodian for a Serviced Companion
Loan) in the same time frame as set forth in this Section 11.10.


(e)                            Each
of the Operating Advisor and the Special Servicer may at any time request from the Certificate Administrator confirmation of whether
a Control Termination Event, Consultation Termination Event or Operating Advisor Consultation Event occurred during the previous calendar
year, and upon such request the Certificate Administrator shall deliver such confirmation to the Operating Advisor or the Special Servicer,
as applicable, within fifteen (15) days of such request.


Section 11.11           Annual
Independent Public Accountants’ Attestation Report. On or before March 1st of each year commencing in March 2023, the
Master Servicer, the Special Servicer, the Trustee (provided, however, that the Trustee shall not be required to deliver
an assessment of compliance with respect to any period during which there was no Relevant Servicing Criteria applicable to it), the Custodian,
the Operating Advisor and the Certificate Administrator, each at its own expense, shall cause (and each such party shall (i) with
respect to each Initial Sub-Servicer engaged by such Master Servicer, Special Servicer, Trustee, Operating Advisor or Certificate
Administrator that is a Servicing Function Participant use commercially reasonable efforts to cause such Servicing Function Participant
to cause and (ii) with respect to each other Servicing Function Participant with which it has entered into a servicing relationship
with respect to the Mortgage Loans (and the Trust Subordinate Companion Loan, if applicable), cause such Servicing Function Participant
to cause) a registered public accounting firm (which may also render other services to the Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator, the Custodian, the Operating Advisor or the applicable Servicing Function Participant, as the
case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Trustee, the Certificate
Administrator (who will promptly post such report on the Certificate Administrator’s Website pursuant to Section 3.13(b))
and the Depositor, the 17g-5 Information Provider and, prior to the occurrence of a Consultation Termination Event, the Directing
Certificateholder, and, promptly, but not earlier than the second Business Day following the delivery of such report to the 17g-5
Information Provider, to the Rating Agencies, to the effect that (i) it has obtained a representation regarding certain matters
from the management of such Reporting Servicer, which includes an assertion that such Reporting Servicer has complied with the Relevant
Servicing




    	 	-474-	 



    


    

Criteria applicable to it and (ii) on
the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB,
it is issuing an opinion as to whether such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria applicable
to it was fairly stated in all material respects. In the event that an overall opinion cannot be expressed, such registered public accounting
firm shall state in such report why it was unable to express such an opinion. Each such related accountant’s attestation report
shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the
Exchange Act. Such report must be available for general use and not contain restricted use language. With respect to any Non-Serviced
Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such report from the applicable Non-Serviced
Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee. Copies of such statement will be provided by the Certificate
Administrator in accordance with Section 3.13(b). Such report shall be provided in EDGAR-Compatible Format, or in such
other format agreed upon by the Depositor, the Certificate Administrator and the providing parties.


Promptly after receipt of
such report from the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Custodian
or any Servicing Function Participant, (i) the Depositor may review the report and, if applicable, consult with the Master Servicer,
the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator as to the nature of any defaults
by the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian, the Certificate Administrator or any
Servicing Function Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans (and the Trust
Subordinate Companion Loan, if applicable), as the case may be, in the fulfillment of any of the Master Servicer’s, the Special
Servicer’s, the Trustee’s, the Certificate Administrator’s, the Operating Advisor’s, the Custodian’s or
the applicable Servicing Function Participants’ obligations hereunder or under the applicable sub servicing or primary servicing
agreement, and (ii) the Certificate Administrator shall confirm that each accountants’ attestation report submitted pursuant
to this Section 11.11 relates to an assessment of compliance meeting the requirements of Section 11.10 and notify
the Depositor of any exceptions. None of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor, the Custodian or any Additional Servicer shall be required to deliver, or shall be required to cause the delivery of such reports
until April 15th in any given year so long as it has received written confirmation from the Depositor that a Form 10-K is
not required to be filed with respect to the Trust for the preceding fiscal year.


Any notice, report, assessment
of compliance, statement, certificate and/or information furnished or required to be furnished pursuant to this Section 11.11
shall also be provided to each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates
to a Serviced Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in
the same time frame as set forth in this Section 11.11.


Section 11.12           Indemnification.
Each of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor and
the Asset Representations Reviewer shall indemnify and hold harmless each Certification Party from and against any claims, losses, damages,
penalties, fines, forfeitures, legal fees and expenses and




    	 	-475-	 



    


    

related costs, judgments and other costs and
expenses incurred by such Certification Party arising out of (i) an actual breach by the Master Servicer, the Special Servicer, the
Trustee, the Operating Advisor, the Asset Representations Reviewer, the Custodian or the Certificate Administrator, as the case may be,
of its obligations under this Article XI, (ii) negligence, bad faith or willful misconduct on the part of the Master
Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Custodian or the Certificate
Administrator in the performance of such obligations, or (iii) delivery of any Deficient Exchange Act Deliverable.


The Master Servicer, the
Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator shall (i) with respect to any Initial Sub-Servicer
engaged by the Master Servicer, Special Servicer, Trustee or Certificate Administrator that is a Servicing Function Participant or Additional
Servicer, use commercially reasonable efforts to cause such party to, and (ii) with respect to each other Additional Servicer and
each Servicing Function Participant with which, in each case, it has entered into a servicing relationship with respect to the Mortgage
Loans (and the Trust Subordinate Companion Loan, if applicable), cause such party to, in each case, indemnify and hold harmless each Certification
Party from and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs,
judgments and any other costs, fees and expenses incurred by such Certification Party arising out of (a) a breach of its obligations
to provide any of the annual compliance statements or annual assessment of compliance with the Servicing Criteria or attestation reports
pursuant to the applicable sub-servicing or primary servicing agreement, (b) negligence, bad faith or willful misconduct on its
part in the performance of such obligations, (c) any failure by it, as a Servicer (as defined in Section 11.02(b)) to
identify a Servicing Function Participant pursuant to Section 11.02(b), or (d) delivery of any Deficient Exchange Act
Deliverable.


In addition, each of the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator
and the Trustee shall cooperate (and require each Servicing Function Participant and Additional Servicer retained by it to cooperate under
the applicable Sub-Servicing Agreement) with the Depositor and each Other Depositor as necessary for the Depositor or such Other Depositor,
as applicable, to conduct any reasonable due diligence necessary to evaluate and assess any material instances of non-compliance disclosed
in any of the deliverables required by the applicable reporting requirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley
Act and the rules and regulations promulgated thereunder (“Reporting Requirements”).


In connection with comments
provided to the Depositor or any Other Depositor from the Commission or its staff regarding information (x) delivered by the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator,
the Trustee, a Servicing Function Participant or an Additional Servicer, as applicable (“Affected Reporting Party”),
(y) regarding such Affected Reporting Party, and (z) prepared by such Affected Reporting Party or any registered public accounting
firm, attorney or other agent retained by such Affected Reporting Party to prepare such information, which information is contained in
a report filed by the Depositor or any Other Depositor under the Reporting Requirements and which comments are received subsequent to
the Depositor’s or any Other Depositor’s filing of such report, the Depositor or any Other Depositor shall promptly provide
to such Affected Reporting Party any such comments which




    	 	-476-	 



    


    

relate to such Affected Reporting Party. Such
Affected Reporting Party shall be responsible for timely preparing a written response to the Commission or its staff for inclusion in
the Depositor’s or any Other Depositor’s response to the Commission or its staff, unless such Affected Reporting Party elects,
with the consent of the Depositor or any Other Depositor, as applicable (which consent shall not be unreasonably denied, withheld or delayed),
to directly communicate with the Commission or its staff and negotiate a response and/or resolution with the Commission or its staff;
provided, however, that if an Affected Reporting Party is a Servicing Function Participant or Additional Servicer retained
by the Master Servicer, the Master Servicer shall receive copies of all material communications pursuant to this Section 11.12.
If such election is made, the applicable Affected Reporting Party shall be responsible for directly negotiating such response and/or resolution
with the Commission or its staff in a timely manner; provided that (i) such Affected Reporting Party shall use reasonable
efforts to keep the Depositor or any Other Depositor informed of its progress with the Commission or its staff and copy the Depositor
or any Other Depositor on all correspondence with the Commission or its staff and provide the Depositor or any Other Depositor with the
opportunity to participate (at the Depositor’s or any Other Depositor’s expense) in any telephone conferences and meetings
with the Commission or its staff and (ii) the Depositor or any Other Depositor shall cooperate with any Affected Reporting Party
in order to authorize such Affected Reporting Party and its representatives to respond to and negotiate directly with the Commission or
its staff with respect to any comments from the Commission or its staff relating to such Affected Reporting Party and to notify the Commission
or its staff of such authorization. The Depositor (or any Other Depositor) and the Affected Reporting Party shall cooperate and coordinate
with one another with respect to any requests made to the Commission or its staff for extension of time for submitting a response or compliance.
All respective reasonable out-of-pocket costs and expenses incurred by the Depositor or any Other Depositor (including reasonable
legal fees and expenses of outside counsel to the Depositor or any Other Depositor, as the case may be) in connection with the foregoing
(other than those costs and expenses required to be at the Depositor’s or any Other Depositor’s expense as set forth above)
and any amendments to any reports filed with the Commission or its staff related thereto shall be promptly paid by the applicable Affected
Reporting Party upon receipt of an itemized invoice from the Depositor or any Other Depositor, as the case may be. Each of the Master
Servicer, the Special Servicer, the Operating Advisor, the Custodian, the Certificate Administrator and the Trustee shall (i) with
respect to any Initial Sub-Servicer engaged by it that is a Servicing Function Participant or Additional Servicer, use commercially
reasonable efforts to cause such party to, and (ii) with respect to each other Additional Servicer and each Servicing Function Participant
with which, in each case, it has entered into a servicing relationship with respect to the Mortgage Loans (and the Trust Subordinate Companion
Loan, if applicable), cause such party to, comply with the foregoing by inclusion of similar provisions in the related sub-servicing or
similar agreement.


If the indemnification provided
for herein is unavailable or insufficient to hold harmless any Certification Party, then the Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator, the Custodian or the Operating Advisor (the “Performing Party”) shall contribute
to the amount paid or payable to the Certification Party as a result of the losses, claims, damages or liabilities of the Certification
Party in such proportion as is appropriate to reflect the relative fault of the Certification Party on the one hand and the Performing
Party on the other in connection with a breach of the Performing Party’s obligations pursuant to Sections 11.06, 11.09
(if applicable), 11.10, 11.11 (or breach of its obligations under the




    	 	-477-	 



    


    

applicable sub-servicing or primary servicing
agreement to provide any of the annual compliance statements or annual servicing criteria compliance reports or attestation reports) or
the Performing Party’s negligence, bad faith or willful misconduct in connection therewith. The Master Servicer, the Special Servicer,
the Trustee, the Operating Advisor and the Certificate Administrator shall (i) with respect to any Initial Sub-Servicer engaged
by the Master Servicer, Special Servicer, Trustee or Certificate Administrator that is a Servicing Function Participant or Additional
Servicer, use commercially reasonable efforts to cause such party to, and (ii) with respect to each other Additional Servicer or
Servicing Function Participant, in each case, with which it has entered into a servicing relationship with respect to the Mortgage Loans
(and the Trust Subordinate Companion Loan, if applicable) cause such party, in each case, to agree to the foregoing indemnification and
contribution obligations. This Section 11.12 shall survive the termination of this Agreement or the earlier resignation or
removal of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator.


Section 11.13   
Amendments. This Article XI may be amended with the written consent of the parties hereto pursuant to Section 13.01
for purposes of complying with Regulation AB and/or to conform to standards developed within the CMBS market and the Sarbanes-Oxley
Act without any Opinions of Counsel, Officer’s Certificates, Rating Agency Confirmation with respect to the Certificates or, with
respect to any Serviced Companion Loan Securities, a confirmation of the rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25),
or the consent of any Certificateholder, notwithstanding anything to the contrary contained in this Agreement; provided that the
reports and certificates required to be prepared pursuant to Sections 3.13, 11.09, 11.10 and 11.11 shall
not be eliminated without Rating Agency Confirmation with respect to the Certificates or, with respect to any Serviced Companion Loan
Securities, without a confirmation of the rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any
Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25).


Section 11.14   
Regulation AB Notices. Any notice, report or certificate required to be delivered by any of the Master Servicer, the
Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Custodian or the Trustee,
as the case may be, to the Depositor pursuant to this Article XI may be delivered via email (and additionally delivered via
phone or telecopy), notwithstanding the provisions of Section 13.05, to cts.sec.notifications@wellsfargo.com and Form10K.compliance@cwt.com.


Section 11.15   
Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans. (a) Each of the Trustee,
the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer shall
use commercially reasonable efforts to cause any sub-servicer appointed with respect to any Serviced Pari Passu Companion Loan to, upon
written request or notice from a Mortgage Loan Seller (or a permitted transferee of such Mortgage Loan Seller pursuant to the




    	 	-478-	 



    


    

related Intercreditor Agreement), reasonably
cooperate with the Mortgage Loan Seller (or such permitted transferee) selling any Serviced Pari Passu Companion Loan into a securitization
that is required to comply with Regulation AB (a “Regulation AB Companion Loan Securitization”) and, to the extent
needed in order to comply with Regulation AB, provide to the Mortgage Loan Seller (or such permitted transferee) information about itself
that such Mortgage Loan Seller reasonably requires to meet the requirements of Items 1117 and 1119 and paragraphs (b), (c)(2), (c)(3),
(c)(4), (c)(5), (c)(6) and (e) of Item 1108 of Regulation AB and shall reasonably cooperate with such Mortgage Loan Seller to provide
such other information as may be reasonably necessary to comply with the requirements of Regulation AB. Each of the Trustee, the Certificate
Administrator, the Master Servicer and the Special Servicer understands that such information may be included in the offering material
related to a Regulation AB Companion Loan Securitization and agrees to negotiate in good faith an agreement (subject to the final sentence
of this sub-section) to indemnify and hold the related depositor and underwriters involved in the offering of the related commercial
mortgage pass-through certificates harmless for any costs, liabilities, fees and expenses incurred by the depositor or such underwriters
as a result of any material misstatements or omissions or alleged material misstatements or omissions in any such offering material to
the extent that such material misstatement or omission was made in reliance upon any such information provided by the Trustee (where such
information pertains to the Trustee individually and not to any specific aspect of the Trustee’s duties or obligations under this
Agreement), the Certificate Administrator (where such information pertains to the Certificate Administrator individually and not to any
specific aspect of the Certificate Administrator’s duties or obligations under this Agreement), the Master Servicer (where such
information pertains to the Master Servicer individually and not to any specific aspect of the Master Servicer’s duties or obligations
under this Agreement) and the Special Servicer (where such information pertains to the Special Servicer individually and not to any specific
aspect of the Special Servicer’s duties or obligations under this Agreement), as applicable, to such depositor, underwriters or
Mortgage Loan Seller (or permitted transferee) as required by this clause (a) (to the extent the cost thereof is paid by the related
Mortgage Loan Seller). Notwithstanding the foregoing, to the extent that the information provided by the Trustee, the Certificate Administrator
the Master Servicer or the Special Servicer, as applicable, for inclusion in the offering materials related to such Regulation AB Companion
Loan Securitization is substantially and materially similar to the information provided by such party with respect to the offering materials
related to this transaction, subject to any required changes due to any amendments to Regulation AB or any changes in the interpretation
of Regulation AB, such party shall be deemed to be in compliance with this Section 11.15(a). Any indemnification agreement
executed by the Trustee, the Certificate Administrator the Master Servicer or Special Servicer in connection with the Regulation AB Companion
Loan Securitization shall be substantially similar to the related indemnification agreement executed in connection with this Agreement.
It shall be a condition precedent to any party’s obligations otherwise set forth above and/or elsewhere in Article XI
that the applicable Mortgage Loan Seller (or permitted transferee) shall have (a) provided reasonable advance notice (and, in any
event, not less than ten (10) Business Days) of the exercise of its rights hereunder and (b) paid, or entered into reasonable agreement
to cause to be paid, the reasonable out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by such party
in reviewing and/or causing the delivery of any disclosure, opinion of counsel or indemnification agreement.




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(b)                           Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer
and the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect
to a Serviced Securitized Companion Loan to, upon request or notice from such parties (which request or notice may be given once at the
closing of such Regulation AB Companion Loan Securitization instead of each time a filing is required), cooperate with the depositor,
trustee, certificate administrator, master servicer or special servicer for any Regulation AB Companion Loan Securitization in preparing
each Form 10-D, Form ABS-EE and Form 10-K required to be filed by such Regulation AB Companion Loan Securitization (until
January 30 of the first year in which the trustee or other applicable party for such Regulation AB Companion Loan Securitization files
a Form 15 Suspension Notification with respect to the related trust) and shall provide to such depositor, trustee, certificate administrator
or master servicer within the time period set forth in the Other Pooling and Servicing Agreement (so long as such time period is no earlier
than the time periods set forth herein) for such Regulation AB Companion Loan Securitization such information relating to a Serviced
Securitized Companion Loan as may be reasonably necessary for the depositor, trustee, certificate administrator and master servicer of
the Regulation AB Companion Loan Securitization to comply with the reporting requirements of Regulation AB and the Exchange Act; provided,
however, that any parties to any Regulation AB Companion Loan Securitization shall consult with the Trustee, the Certificate Administrator,
the Master Servicer and the Special Servicer (and Master Servicer shall consult with any sub-servicer appointed with respect to the related
Serviced Whole Loan), and the Trustee, the Certificate Administrator, such Master Servicer and the Special Servicer shall cooperate with
such parties in respect of establishing the time periods for preparation of the Form 10-D and Form ABS-EE reports
in the documentation for such Regulation AB Companion Loan Securitization. Notwithstanding the foregoing, to the extent the Trustee,
the Certificate Administrator, the Master Servicer or the Special Servicer, as the case may be, complies in all material respects with
the timing, reporting and attestation requirements imposed on such party in Article XI of this Agreement (other than this
Section 11.15) with respect to the comparable timing, reporting and attestation requirements contemplated in this Section 11.15(b)
with respect to such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions
of this Section 11.15(b).


(c)                            Each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and the Special
Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect to a Serviced Securitized
Companion Loan to, upon request or notice from such trustee or certificate administrator (which request or notice may be given once at
the closing of such Regulation AB Companion Loan Securitization instead of each time a filing is required), provide the trustee or certificate
administrator, as applicable, under a Regulation AB Companion Loan Securitization (until January 30 of the first year in which the trustee
or certificate administrator, as applicable, for such Regulation AB Companion Loan Securitization files a Form 15 Suspension Notification
with respect to the related trust) information with respect to any event that is required to be disclosed under Form 8-K with respect
to a Serviced Securitized Companion Loan within two Business Days after the occurrence of such event of which it has knowledge. Notwithstanding
the foregoing, to the extent the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as the case may
be, complies in all material respects with the timing, reporting and attestation requirements imposed on such party




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in Article XI of this Agreement
(other than this Section 11.15) with respect to the comparable timing, reporting and attestation requirements contemplated
in this Section 11.15(c) with respect to such Regulation AB Companion Loan Securitization, such party shall be deemed to be
in compliance with the provisions of this Section 11.15(c).


(d)                           On
or before March 1st of each year commencing in March 2023 during which a Regulation AB Companion Loan Securitization is required
to file an annual report on Form 10-K (and not in respect of any year in which Regulation AB Companion Loan Securitization is not required
to file an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related trust was filed), each of
the Trustee, the Master Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer shall use commercially
reasonable efforts to cause any Servicing Function Participant appointed with respect to a Serviced Securitized Companion Loan to, upon
request or notice from such trustee or certificate administrator (which request or notice may be given once at the closing of such Regulation
AB Companion Loan Securitization instead of each time a filing is required), provide, with respect to itself, to the trustee or certificate
administrator, as applicable, under such Regulation AB Companion Loan Securitization, to the extent required pursuant to Item 1122 of
Regulation AB, (i) a report on an assessment of compliance with the servicing criteria to the extent required pursuant to Item
1122(a) of Regulation AB, (ii) a registered accounting firm’s attestation report on such Person’s assessment of compliance
with the applicable servicing criteria to the extent required pursuant to Item 1122(b) of Regulation AB and (iii) such other information
as may be required pursuant to Item 1122(c) of Regulation AB. Notwithstanding the foregoing, to the extent the Master Servicer or the
Special Servicer, as the case may be, complies in all material respects with the timing, reporting and attestation requirements imposed
on such party in Article XI of this Agreement (other than this Section 11.15) with respect to the comparable
timing, reporting and attestation requirements contemplated in this Section 11.15(d) with respect to such Regulation AB
Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions of this Section 11.15(d).


(e)                            On
or before March 1st of each year commencing in March 2023 during which a Regulation AB Companion Loan Securitization is required
to file an annual report on Form 10-K (and not in respect of any year in which Regulation AB Companion Loan Securitization is not required
to file an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related trust was filed), each of
the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and the Special
Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect to a Serviced Securitized
Companion Loan to, to the extent required pursuant to Item 1123 of Regulation AB, deliver, with respect to itself, to the trustee or
certificate administrator under the such Regulation AB Companion Loan Securitization, upon request or notice from such trustee (which
request or notice may be given once at the closing of such Regulation AB Companion Loan Securitization instead of each time a filing
is required), under such Regulation AB Companion Loan Securitization a servicer compliance statement signed by an authorized officer
of such Person that satisfies the requirements of Item 1123 of Regulation AB. Notwithstanding the foregoing, to the extent the Trustee,
the Certificate Administrator, the Master Servicer or the Special Servicer, as the case may be, complies in all material respects with
the timing, reporting and attestation requirements imposed on such party in Article XI of this Agreement (other than this
Section 11.15) with




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respect to the comparable timing, reporting
and attestation requirements contemplated in this Section 11.15(e) with respect to such Regulation AB Companion Loan Securitization,
such party shall be deemed to be in compliance with the provisions of this Section 11.15(e).


(f)                              Each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall use commercially reasonable efforts
to cause a Servicing Function Participant to agree (severally but not jointly) to indemnify (such indemnity limited to each such parties
respective failure described below) and hold the related Mortgage Loan Seller (or permitted transferee), depositor, sponsor(s), trustee,
certificate administrator or master servicer under a Regulation AB Companion Loan Securitization harmless for any costs, liabilities,
fees and expenses incurred by such Mortgage Loan Seller, depositor, sponsor(s), trustee, certificate administrator or master servicer
as a result of any failure by the Servicing Function Participant to comply with the reporting requirements to the extent applicable set
forth under Sections  11.15(b), (c), (d) or (e) above.


Any subservicing agreement
related to a Serviced Securitized Companion Loan shall contain a provision requiring the related Sub-Servicer to provide to the Master
Servicer or Special Servicer, as applicable, information, reports, statements and certificates with respect to itself and such Serviced
Securitized Companion Loan comparable to any information, reports, statements or certificates required to be provided by the Master Servicer
or Special Servicer pursuant to this Section 11.15, even if such Sub-Servicer is not otherwise required to provide such information,
reports or certificates to any Person in order to comply with Regulation AB. Such information, reports or certificates shall be provided
to the Master Servicer or Special Servicer, as applicable, no later than two Business Days prior to the date on which the Master Servicer
or Special Servicer, as applicable, is required to deliver its comparable information, reports, statements or certificates pursuant to
this Section 11.15.


(g)                           With
respect to any Mortgaged Property that secures a Serviced Companion Loan that the applicable Other Depositor has notified the Master
Servicer in writing is a “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) (together with notification
of the Relevant Distribution Date) with respect to an Other Securitization that includes such Serviced Companion Loan, to the extent
that the Master Servicer is in receipt of the updated financial statements of such “significant obligor” for any calendar
quarter (other than the fourth calendar quarter of any calendar year) from the Mortgagor, beginning with the first calendar quarter following
receipt of such notice from the Other Depositor, or the updated financial statements of such “significant obligor” for any
calendar year from the related Mortgagor, beginning for the calendar year following such notice from the Other Depositor, as applicable,
the Master Servicer shall deliver to the Other Depositor, on or prior to the day that occurs two (2) Business Days prior to the related
Significant Obligor NOI Quarterly Filing Deadline or seven (7) Business Days prior to the related Significant Obligor NOI Yearly Filing
Deadline, as applicable, (A) if such financial statement receipt occurs twelve (12) or more Business Days prior to the related
Significant Obligor NOI Quarterly Filing Deadline or seventeen (17) or more Business Days prior to the related Significant Obligor NOI
Yearly Filing Deadline, as applicable, such financial statements of the “significant obligor”, together with the net operating
income of such “significant obligor” for the applicable period as calculated by the Master Servicer in accordance with CREFC®
guidelines and (B) if such financial statement receipt occurs less than twelve (12) Business Day prior to the related Significant
Obligor NOI




    	 	-482-	 



    


    

Quarterly Filing Deadline or less than seventeen
(17) Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, such financial statements of the
“significant obligor”, together with the net operating income of such “significant obligor” for the applicable
period as reported by the related Mortgagor in such financial statements.


If the Master Servicer does
not receive financial information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1) of Form 10-K, as the case may be,
of such “significant obligor” within ten (10) Business Days after the date such financial information is required to be delivered
under the related Mortgage Loan documents, the Master Servicer shall notify the Other Depositor with respect to such Other Securitization
that includes the related Companion Loan (and shall cause each applicable Sub-Servicing Agreement entered into after receipt of written
notice from the Other Depositor that such Serviced Pari Passu Companion Loan is a significant obligor to require the related Sub-Servicer
to notify such Other Depositor) that it has not received such financial information.  The Master Servicer shall use efforts consistent
with the Servicing Standard (taking into account, in addition, the ongoing reporting obligations of such Other Depositor under the Exchange
Act) to obtain the periodic financial statements of the related Mortgagor under the related Mortgage Loan documents.


The Master Servicer shall
(and shall cause any related Sub-Servicing Agreement entered into after receipt of written notice from the Other Depositor that such Serviced
Pari Passu Companion Loan is a significant obligor to require the related Sub-Servicer to) retain written evidence of each instance in
which it (or a Sub-Servicer) attempts to contact the related Mortgagor related to any such “significant obligor” (identified
to it as such by the Other Depositor in accordance with the second preceding paragraph) to obtain the required financial information and
is unsuccessful and, within five (5) Business Days prior to the date in which a Form 10-D or Form 10-K, as applicable, is required to
be filed by the Other Securitization, shall forward an Officer’s Certificate evidencing its attempts to obtain this information
to the certificate administrator and Other Depositor related to such Other Securitization. This Officer’s Certificate should be
addressed to the certificate administrator at its corporate trust office, as specified in the related Other Pooling and Servicing Agreement.


(h)                           If
any Other Securitization includes a Serviced Companion Loan and is subject to the reporting requirements of the Exchange Act, then the
obligations of the parties hereto set forth in this Article XI with respect such Other Securitization shall remain in full force and
effect notwithstanding that the Trust may cease to be subject to the reporting requirements of the Exchange Act.


Section 11.16           Certain Matters Regarding Significant Obligors. For the avoidance of doubt, there is no “significant obligor”
(within the meaning of Item 1101(k) of Regulation AB) as of the Closing Date (“Significant Obligor”) related to the
Trust.


Section 11.17           Impact
of Cure Period. For the avoidance of doubt, neither the Master Servicer nor the Special Servicer shall be subject to a Servicer Termination
Event pursuant to clause (iii) of the definition thereof prior to the expiration of the Grace Period applicable to such
party’s obligations under Article XI as provided for in such clause (iii) nor shall any such party
be deemed to not be in compliance under this Agreement, during any Grace Period provided for in this Article XI; provided
that if any such party fails to comply with the




    	 	-483-	 



    


    

delivery requirements of this Article XI
by the expiration of any applicable Grace Period such failure shall constitute a Servicer Termination Event. Neither the Master Servicer
nor the Special Servicer shall be subject to a Servicer Termination Event pursuant to clause (iii) of the definition thereof
prior to the expiration of the Grace Period applicable to such party’s obligations under this Article XI as provided
for in such clause (iii) nor shall any such party be deemed to not be in compliance under this Agreement, for failing to deliver
any item required under this Article XI by the time required hereunder with respect to any reporting period for which the
Trust (or any trust in a related Other Securitization) is not required to file Exchange Act reports.


[End of Article XI]


Article XII



THE ASSET REPRESENTATIONS REVIEWER


Section 12.01           Asset
Review.


(a)                            On or prior to each Distribution Date, based on either the CREFC® Delinquent Loan Status Report or the CREFC®
Loan Periodic Update File, the Certificate Administrator shall determine if an Asset Review Trigger has occurred. If an Asset Review Trigger
is determined to have occurred, the Certificate Administrator shall promptly provide notice to all Certificateholders and each other party
to this Agreement. Any notice required to be delivered to the Certificateholders pursuant to this Article XII shall be delivered
by the Certificate Administrator by posting such notice on the Certificate Administrator’s Website, by mailing such notice to the
Certificateholders’ addresses appearing in the Certificate Register in the case of Definitive Certificates and by delivering such
notice via the Depository in the case of Book-Entry Certificates. The Certificate Administrator shall include in the Form 10-D relating
to the reporting period in which the Asset Review Trigger occurred the following statement describing the events that caused the Asset
Review Trigger to occur: “As of the [Date of Distribution], the following mortgage loans identified below are 60 or more days delinquent
and an Asset Review Trigger as defined in the Pooling and Servicing Agreement has occurred”. On each Distribution Date occurring
after providing such notice to Certificateholders, the Certificate Administrator, based on information provided to it by the Master Servicer,
shall determine whether (1) any additional Mortgage Loan has become a Delinquent Loan, (2) any Mortgage Loan has ceased to be
a Delinquent Loan and (3) whether an Asset Review Trigger has ceased to exist, and, if there is an occurrence of any of the clauses
(1), (2) and/or (3), deliver written notice of such information (which may be via email) substantially in the form attached
hereto as Exhibit SS within two (2) Business Days to the Master Servicer, the Special Servicer, the Operating Advisor and
the Asset Representations Reviewer.


If Certificateholders evidencing
not less than 5% of the aggregate Pooled Voting Rights of the Certificates deliver to the Certificate Administrator, within ninety (90)
days after the filing of the Form 10-D reporting the occurrence of an Asset Review Trigger, a written direction requesting a vote to commence
an Asset Review (such written direction, the “Asset Review Vote Election”), then upon receipt of the Asset Review Vote
Election, the Certificate Administrator shall promptly provide written notice thereof to all Certificateholders (with a copy




    	 	-484-	 



    


    

to the Asset Representations Reviewer) and
conduct a solicitation of votes in accordance with Section 5.10 to authorize an Asset Review. Upon the affirmative vote to
authorize an Asset Review of Holders of Certificates evidencing at least a majority of an Asset Review Quorum within 150 days of receipt
of the Asset Review Vote Election (an “Affirmative Asset Review Vote”), the Certificate Administrator shall promptly
provide written notice thereof to all parties to this Agreement, the Underwriters, the Mortgage Loan Sellers, the Directing Certificateholder,
the Risk Retention Consultation Party and the Certificateholders (the “Asset Review Notice”). Upon receipt of an Asset
Review Notice, the Asset Representations Reviewer shall request access to the Secure Data Room by providing the Certificate Administrator
with a certification substantially in the form attached hereto as Exhibit RR (which shall be sent via email to trustadministrationgroup@wellsfargo.com
or submitted electronically via the Certificate Administrator’s Website). Upon receipt of such certification, the Certificate Administrator
shall promptly (and in any case within two (2) Business Days after such receipt) grant the Asset Representations Reviewer access to the
Secure Data Room. In the event an Affirmative Asset Review Vote has not occurred within such 150-day period following the receipt of the
Asset Review Vote Election, no Certificateholder may request a vote or cast a vote for an Asset Review and the Asset Representations Reviewer
shall not be required to review any Delinquent Loan unless and until (A) an additional Mortgage Loan has become a Delinquent Loan
after the expiration of such 150-day period, (B) an Asset Review Trigger has occurred as a result or otherwise is in effect, (C) the
Certificate Administrator has received any Asset Review Vote Election after the occurrence of the events described in clauses (A)
and (B) in this sentence and (D) an Affirmative Asset Review Vote has occurred within 150 days after the Asset Review Vote
Election described in clause (C) in this sentence. After the occurrence of any Asset Review Vote Election or an Affirmative
Asset Review Vote, no Certificateholder may make any additional Asset Review Vote Election except as described in the immediately preceding
sentence. Any reasonable out-of-pocket expenses incurred by the Certificate Administrator in connection with administering such vote will
be paid as an expense of the Trust from the Collection Account. The Certificate Administrator shall be entitled to administer any vote
in connection with the foregoing through an agent.


(b)                           (i)  Upon
receipt of an Asset Review Notice, the Custodian (with respect to the following clauses (1) - (5) for all Mortgage Loans),
the Master Servicer (with respect to the following clauses (6) and (7) for Non-Specially Serviced Loans) and the Special
Servicer (with respect to clauses (6) and (7) for Specially Serviced Loans), in each case to the extent in such party’s
possession, shall promptly, but in no event later than ten (10) Business Days (except with respect to the following clause (7))
after receipt of such notice from the Certificate Administrator, provide or make available, the following materials (in secure electronic
format) to the Asset Representations Reviewer (collectively, with the Diligence Files posted on the Secure Data Room by the Certificate
Administrator pursuant to Section 4.08, a copy of the Prospectus, a copy of each related Mortgage Loan Purchase Agreement
and a copy of this Agreement, the “Review Materials”):


(1)                   a
copy of an assignment of the Mortgage in favor of the Trustee, with evidence of recording thereon, for each Delinquent Loan that is subject
to an Asset Review;




    	 	-485-	 



    


    

(2)                   a
copy of an assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of the Trustee,
with evidence of recording thereon, related to each Delinquent Loan that is subject to an Asset Review;


(3)                   copies
of the assignment of all unrecorded documents relating to each Delinquent Loan that is subject to an Asset Review, if not already covered
pursuant to items (1) or (2) above;


(4)                   a
copy of all filed copies (bearing evidence of filing) or evidence of filing of any UCC Financing Statements related to each Delinquent
Loan that is subject to an Asset Review;


(5)                   a
copy of an assignment in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction related to each
Delinquent Loan that is subject to an Asset Review;


(6)                   a
copy of any notice previously delivered by the Master Servicer or the Special Servicer, as applicable, of any alleged Defect or Breach
with respect to any Delinquent Loan; and


(7)                   any
other related documents that are reasonably requested by the Asset Representations Reviewer to be delivered by the Master Servicer or
the Special Servicer, as applicable, in the time frames and as otherwise described below.


(ii)                            In
the event that, as part of an Asset Review of any Mortgage Loan, the Asset Representations Reviewer determines that the Review Materials
provided to it with respect to any Mortgage Loan are missing any document that is required to be part of the Review Materials for such
Mortgage Loan and that is necessary in connection with its completion of the Asset Review, the Asset Representations Reviewer shall promptly,
but in no event later than ten (10) Business Days after receipt of the Review Materials, notify the Master Servicer (with respect to
Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans), as applicable, of such missing documents,
and the Master Servicer or the Special Servicer, as applicable, shall promptly, but in no event later than ten (10) Business Days after
receipt of such notification from the Asset Representations Reviewer, deliver to the Asset Representations Reviewer such missing documents
to the extent in its possession; provided that any such notification and/or request shall be in writing, specifically identifying
the documents being requested and sent to the notice address for the related party set forth in Section 13.05 of this Agreement.
In the event any missing documents are not provided by the Master Servicer or Special Servicer, as applicable, within such 10-Business
Day period, the Asset Representations Reviewer shall request such documents from the related Mortgage Loan Seller; provided that
the Mortgage Loan Seller shall be required under the related Mortgage Loan Purchase Agreement to, deliver such additional documents only
to the extent such documents are in the possession of such party but in any event excluding any




    	 	-486-	 



    


    

documents that contain information that
is proprietary to the related originator or Mortgage Loan Seller or any draft documents or privileged or internal communications.


(iii)                         The Asset Representations Reviewer may, but is under no obligation to, consider and rely upon information furnished to it by a
Person that is not a party to this Agreement or the applicable Mortgage Loan Seller, and shall do so only if such information can be independently
verified (without unreasonable effort or expense to the Asset Representations Reviewer) and is determined by the Asset Representations
Reviewer in its good faith and sole discretion to be relevant to the Asset Review (any such information, “Unsolicited Information”)
conducted pursuant to this Section 12.01 hereof.


(iv)                        Upon
receipt by the Asset Representations Reviewer of the Asset Review Notice and access to the Diligence Files posted to the Secure Data
Room with respect to a Delinquent Loan, the Asset Representations Reviewer, as an independent contractor, shall commence a review of
the compliance of each Delinquent Loan with the representations and warranties related to that Delinquent Loan (such review, the “Asset
Review”). The Asset Representations Reviewer shall perform an Asset Review with respect to each representation and warranty
made by the related Mortgage Loan Seller with respect to such Delinquent Loan in accordance with the Asset Review Standard and the procedures
set forth on Exhibit QQ hereto (such procedure, a “Test”); provided, however, the Asset Representations
Reviewer may, but is under no obligation to, modify any Test and/or associated Review Materials described in Exhibit QQ if, and
only to the extent, the Asset Representations Reviewer determines pursuant to the Asset Review Standard that it is necessary to modify
such Test and/or such associated Review Materials in order to facilitate its Asset Review in accordance with the Asset Review Standard.
Once an Asset Review of a Mortgage Loan is completed, no further Asset Review shall be required in respect of, or performed on, such
Mortgage Loan notwithstanding that such Mortgage Loan may continue to be a Delinquent Loan or again become a Delinquent Loan at a time
when a new Asset Review Trigger occurs and a new Affirmative Asset Review Vote is obtained subsequent to the occurrence of such new Asset
Review Trigger.


(v)                           No
Certificateholder shall have the right to change the scope of the Asset Review, and the Asset Representations Reviewer shall not be required
to review any information other than (x) the Review Materials or (y) if applicable, Unsolicited Information.


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


(vii)                     The
Asset Representations Reviewer shall prepare a preliminary report with respect to each Delinquent Loan within fifty-six (56) days after
the date on which access to the Secure Data Room is provided to the Asset Representations Reviewer by the Certificate Administrator;
provided that the Asset Representations Reviewer shall not be




    	 	-487-	 



    


    

required to prepare a preliminary report
in the event the Asset Representations Reviewer determines that there is no Test failure with respect to the related Delinquent Loan.
In the event that the Asset Representations Reviewer determines that the Review Materials are insufficient to complete a Test and such
missing documentation is not delivered to the Asset Representations Reviewer by the Master Servicer (with respect to Non-Specially Serviced
Loans) or the Special Servicer (with respect to Specially Serviced Loans) to the extent in its possession or by the related Mortgage Loan
Seller within ten (10) Business Days following the request by the Asset Representations Reviewer as described in Section 12.01(b)(ii),
the Asset Representations Reviewer shall list such missing documents in such preliminary report setting forth the preliminary results
of the application of the Tests and the reasons why such missing documents are necessary to complete a Test and (if the Asset Representations
Reviewer has so concluded) that the absence of such documents shall be deemed to be a failure of such Test. The Asset Representations
Reviewer shall provide such preliminary report to the Master Servicer or the Special Servicer, as applicable, and the related Mortgage
Loan Seller. The Special Servicer, if applicable, may review such preliminary report and determine whether any information contained in
such preliminary report shall be labeled as “Privileged Information” and thus be excluded from the Asset Review Report and
Asset Review Report Summary. If the preliminary report indicates that any of the representations and warranties fails or is deemed to
fail any Test, the related Mortgage Loan Seller shall have ninety (90) days (the “Cure/Contest Period”) to remedy or
otherwise refute the failure. Any documents provided or explanations given to support the Mortgage Loan Seller’s claim that the
representation and warranty has not failed a Test or that any missing documents in the Review Materials are not required to complete a
Test shall be promptly delivered by the related Mortgage Loan Seller to the Asset Representations Reviewer.


(viii)                  The
Asset Representations Reviewer shall, within sixty (60) days after the date on which access to the Secure Data Room is provided to the
Asset Representations Reviewer by the Certificate Administrator or within the ten (10) days after the expiration of the Cure/Contest
Period (whichever is later), complete an Asset Review with respect to each Delinquent Loan and deliver (i) a report setting forth
the Asset Representations Reviewer’s findings and conclusions as to whether or not it has determined there is any evidence of a
failure of any Test based on the Asset Review and a statement that the Asset Representations Reviewer’s findings and conclusions
set forth in such report were not influenced by any third party (an “Asset Review Report”) to each party to this Agreement
and the related Mortgage Loan Seller for each Delinquent Loan and (ii) a summary of the Asset Representations Reviewer’s
conclusions included in such Asset Review Report (an “Asset Review Report Summary”) to the Trustee, the Master Servicer,
the Special Servicer and the Certificate Administrator. The period of time by which the Asset Review Report must be completed and delivered
may be extended by up to an additional thirty (30) days, upon written notice to the parties to this Agreement and the applicable Mortgage
Loan Seller, if the Asset Representations Reviewer determines pursuant to the Asset Review Standard that such additional time is required
due to the characteristics of the Mortgage Loan and/or the Mortgaged Property or Mortgaged Properties. In no event may the Asset Representations
Reviewer determine whether any Test failure constitutes a Material Defect, or whether the Trust should enforce any rights it may have
against the applicable Mortgage Loan Seller (or, in the case of (i) Barclays,




    	 	-488-	 



    


    

BCHI in respect of its obligations under
the Barclays Mortgage Loan Purchase Agreement, (ii) SGFC, Société Générale in respect of its obligations under
the SGFC Mortgage Loan Purchase Agreement and (iii) BSPRT, FBRT in respect of its obligations under the BSPRT Mortgage Loan Purchase Agreement),
which, in each case, shall be a responsibility of the Special Servicer or Master Servicer, as applicable, pursuant to Section 2.03(f)
of this Agreement.


(ix)                          In
addition, in the event that the Asset Representations Reviewer does not receive any documentation that it requested from the Master Servicer
or the Special Servicer, as applicable, or the related Mortgage Loan Seller in sufficient time to allow the Asset Representations Reviewer
to complete its Asset Review and deliver an Asset Review Report, the Asset Representations Reviewer shall prepare the Asset Review Report
solely based on the documentation received by the Asset Representations Reviewer with respect to the related Delinquent Loan, and the
Asset Representations Reviewer shall have no responsibility to independently obtain any such documentation from any party to this Agreement.


(x)                             Within
forty-five (45) days after receipt of an Asset Review Report with respect to any Mortgage Loan, the Enforcing Servicer shall determine
whether at that time, based on the Servicing Standard, there exists a Material Defect with respect to such Mortgage Loan. If the Enforcing
Servicer determines that a Material Defect exists, the Enforcing Servicer shall enforce the obligations of the related Mortgage Loan
Seller with respect to such Material Defect in accordance with Section 2.03(b).


(xi)                          For
the avoidance of doubt, the Asset Representations Reviewer shall not perform an Asset Review with respect to the Trust Subordinate Companion
Loan at any time.


(c)                            The
Asset Representations Reviewer shall keep all information appropriately labeled as “Privileged Information” confidential
and shall not disclose such Privileged Information to any Person (including Certificateholders), other than (1) to the extent expressly
required by this Agreement in an Asset Review Report or otherwise, to the other parties to this Agreement with a notice indicating that
such information is Privileged Information or (2) pursuant to a Privileged Information Exception. Each party to this Agreement that receives
Privileged Information from the Asset Representations Reviewer with a notice stating that such information is Privileged Information
shall not disclose such Privileged Information to any Person without the prior written consent of the Special Servicer other than pursuant
to a Privileged Information Exception. In addition, the Asset Representations Reviewer shall keep all documents and information received
by the Asset Representations Reviewer in connection with an Asset Review that are provided by the applicable Mortgage Loan Seller, the
Master Servicer and the Special Servicer confidential and shall not disclose such documents or information except for purposes of complying
with its duties and obligations hereunder.


 


In addition, with respect to any Delinquent Loan that
is a Non-Serviced Mortgage Loan, to the extent any documents required by the Asset Representations Reviewer to complete a Test are missing
or have not been received from the related Mortgage Loan Seller, the Asset Representations Reviewer shall request such document(s) from
the related Non-Serviced Master




    	 	-489-	 



    


    

Servicer (if such Non-Serviced Mortgage Loan is being serviced by a Non-Serviced
Master Servicer) or the related Non-Serviced Special Servicer (if such Non-Serviced Mortgage Loan is being serviced by a Non-Serviced
Special Servicer).


(d)                           The
Asset Representations Reviewer may delegate its duties to agents or subcontractors so long as the related agreements or arrangements
with such agents or subcontractors are consistent with the provisions of this Section 12.01; provided that no agent
or subcontractor may (1) be affiliated with any Mortgage Loan Seller, Master Servicer, Special Servicer, the Depositor, the Certificate
Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates or (2) have been paid any fees,
compensation or other remuneration by an Underwriter, Master Servicer, Special Servicer, the Depositor, the Certificate Administrator,
the Trustee, the Directing Certificateholder or any of their respective Affiliates in connection with due diligence or other services
with respect to any Mortgage Loan prior to the Closing Date. Notwithstanding the foregoing sentence, the Asset Representations Reviewer
shall remain obligated and primarily liable for any Asset Review required hereunder in accordance with the provisions of this Agreement
without diminution of such obligation or liability or related obligation or liability by virtue of such delegation or arrangements or
by virtue of indemnification from any Person acting as its agents or subcontractor to the same extent and under the same terms and conditions
as if the Asset Representations Reviewer alone were performing its obligations under this Agreement. The Asset Representations Reviewer
shall be entitled to enter into an agreement with any agent or subcontractor providing for indemnification of the Asset Representations
Reviewer by such agent or subcontractor, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.


Section 12.02            Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability.


(a)                            As
compensation for the performance of its routine duties, the Asset Representations Reviewer shall be paid a fee (the “Asset Representations
Reviewer Fee”), payable monthly from amounts received in respect of each Mortgage Loan and REO Loan and shall be equal to the
product of a rate equal to 0.00030% per annum (the “Asset Representations Reviewer Fee Rate”) and the Stated
Principal Balance of the Mortgage Loans and any REO Loans (excluding any Companion Loan) and shall be calculated in the same manner
as interest is calculated on such Mortgage Loans.


(b)                           As
compensation for the performance of its duties hereunder, with respect to an individual Asset Review Trigger and each Mortgage Loan that
is a Delinquent Loan and is subject to an Asset Review (for purposes of this paragraph, each a “Subject Loan”), upon
the completion of any Asset Review with respect to an individual Asset Review Trigger, the Asset Representations Reviewer shall be paid
a fee equal to the sum of (i) $15,000, plus $1,000 per additional Mortgaged Property with respect to a Delinquent Loan with a Cut-off
Date Balance less than $20,000,000, (ii) $20,000, plus $1,000 per additional Mortgaged Property with respect to a Delinquent Loan with
a Cut-off Date Balance greater than or equal to $20,000,000, but less than $40,000,000 or (iii) $25,000, plus $1,000 per additional Mortgaged
Property with respect to a Delinquent Loan with a Cut-off Date Balance greater than or equal to $40,000,000 (any such fee, the “Asset
Representations Reviewer Asset Review Fee”). The Asset Representations




    	 	-490-	 



    


    

Reviewer Asset Review Fee with respect to each
Delinquent Loan (or, in the case of a Joint Mortgage Loan, the applicable Mortgage Loan Seller Percentage Interest thereof) shall be paid
by the related Mortgage Loan Seller; provided, however, that if the related Mortgage Loan Seller is insolvent or fails to
pay such amount within ninety (90) days of written request by the Asset Representations Reviewer, such fee shall be paid by the Trust
following delivery by the Asset Representations Reviewer of a certification to the Master Servicer that the requirements for payment set
forth in this Section 12.02(b) have been met. The Asset Representations Reviewer shall not deliver any such certificate unless
it has invoiced payment of such amount and otherwise met the requirements for payment set forth in this Section 12.02(b),
including receipt of evidence of such insolvency or failure to pay such amount. A Mortgage Loan Seller shall be deemed to have failed
to pay such amount hereunder ninety (90) days after delivery by the Asset Representations Reviewer of an itemized invoice to such
Mortgage Loan Seller by registered mail or overnight courier to the address listed in this Agreement for such Mortgage Loan Seller, or
to such other address as shall be provided by such Mortgage Loan Seller for delivery of notices in accordance with this Agreement, or
ninety (90) days following attempted delivery of such invoice by registered mail or overnight courier and reasonable follow-up
by telephone or e-mail. Notwithstanding any payment of such fee by the Trust to the Asset Representations Reviewer, such fee will
remain an obligation of the related Mortgage Loan Seller and the Enforcing Servicer shall pursue remedies against such Mortgage Loan Seller
to recover any such amounts to the extent paid by the Trust.


(c)                            The
Asset Representations Reviewer Asset Review Fee with respect to each Delinquent Loan (or, in the case of a Joint Mortgage Loan, the applicable
Mortgage Loan Seller Percentage Interest thereof) shall be paid by the related Mortgage Loan Seller; provided, however,
that if the related Mortgage Loan Seller is insolvent, such fee shall be paid by the Trust out of general collections on deposit in the
Collection Account following delivery by the Asset Representations Reviewer of evidence reasonably satisfactory to the Master Servicer
of such insolvency; provided, further, that notwithstanding any payment of such fee by the Issuing Entity to the Asset
Representations Reviewer, such fee will remain an obligation of the related Mortgage Loan Seller and the Enforcing Servicer shall, to
the extent consistent with the Servicing Standard, pursue remedies against such Mortgage Loan Seller in order to seek recovery of such
amounts from such Mortgage Loan Seller or its insolvency estate.


(d)                           Notwithstanding
the foregoing, the Asset Representations Reviewer Asset Review Fee with respect to a Delinquent Loan shall be included in the Purchase
Price for any Mortgage Loan that was the subject of a completed Asset Review that is repurchased by a Mortgage Loan Seller to the extent
such fee was not already paid by the related Mortgage Loan Seller, and such portion of the Purchase Price received shall be used to reimburse
the Trust for such fees paid to the Asset Representations Reviewer pursuant to Section 12.02(c).


(e)                            The
Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the obligations specifically imposed by this
Agreement.


(f)                              The
Asset Representations Reviewer may assign its rights and obligations under this Agreement in connection with the sale or transfer of
all or substantially all of its Asset Representations Reviewer portfolio, provided that: (i) the purchaser or transferee accepting
such assignment and delegation (A) is an Eligible Asset Representations Reviewer, organized and




    	 	-491-	 



    


    

doing business under the laws of the United
States of America, any state of the United States of America or the District of Columbia, authorized under such laws to perform the duties
of the asset representations reviewer resulting from a merger, consolidation or succession that is permitted under this Agreement, (B)
executes and delivers to the Trustee and the Certificate Administrator an agreement that contains an assumption by such person of the
due and punctual performance and observance of each covenant and condition to be performed or observed by the asset representations reviewer
under this Agreement from and after the date of such agreement and (C) is not a Prohibited Party under this Agreement; (ii) the Asset
Representations Reviewer shall not be released from its obligations under this Agreement that arose prior to the effective date of such
assignment and delegation; (iii) the rate at which each of the Asset Representations Reviewer Fee and the Asset Representations Reviewer
Asset Review Fee (or any component thereof) is calculated shall not exceed the rate then in effect and (iv) the resigning Asset Representations
Reviewer shall be responsible for the reasonable costs and expenses of each other party to this Agreement and the Rating Agencies in connection
with such transfer. Upon acceptance of such assignment and delegation, the purchaser or transferee shall provide notice to each party
to this Agreement and then will be the successor asset representations reviewer hereunder.


Section 12.03           Resignation
of the Asset Representations Reviewer. The Asset Representations Reviewer may at any time resign and be discharged from its obligations
hereunder by giving written notice thereof to the other parties to this Agreement and each Rating Agency. In addition, the asset representations
reviewer will at all times be, and will be required to resign if it fails to be an Eligible Asset Representations Reviewer by giving
written notice to the other parties. Upon such notice of resignation, the Depositor shall promptly appoint a successor asset representations
reviewer that is an Eligible Asset Representations Reviewer. No resignation of the asset representations reviewer will be effective until
a successor asset representations reviewer that is an Eligible Asset Representations Reviewer has been appointed and accepted the appointment.
If no successor asset representations reviewer shall have been so appointed and have accepted appointment within thirty (30) days
after the giving of such notice of resignation, the resigning Asset Representations Reviewer may petition any court of competent jurisdiction
for the appointment of a successor asset representations reviewer that is an Eligible Asset Representations Reviewer. The Asset Representations
Reviewer will bear all reasonable costs and expenses of each other party hereto and each Rating Agency in connection with its resignation.


Section 12.04           Restrictions
of the Asset Representations Reviewer. Neither the Asset Representations Reviewer nor any of its Affiliates shall make any investment
in any Class of Certificates; provided, however, that such prohibition shall not apply to (i) riskless principal
transactions effected by a broker dealer Affiliate of the Asset Representations Reviewer or (ii) investments by an Affiliate of
the Asset Representations Reviewer if the Asset Representations Reviewer and such Affiliate maintain policies and procedures that (A) segregate
personnel involved in the activities of the Asset Representations Reviewer under this Agreement from personnel involved in such Affiliate’s
investment activities and (B) prevent such Affiliate and its personnel from gaining access to information regarding the Trust
and the Asset Representations Reviewer and its personnel from gaining access to such Affiliate’s information regarding its investment
activities.




    	 	-492-	 



    


    

Section 12.05           Termination of the Asset
Representations Reviewer.


(a)                            An
“Asset Representations Reviewer Termination Event” means any one of the following events whether it shall be voluntary
or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body:


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


(ii)                            any
failure by the Asset Representations Reviewer to perform its obligations set forth hereunder in accordance with the Asset Review Standard
in any material respect, which failure shall continue unremedied for a period of thirty (30) days after the date on which written
notice of such failure, requiring the same to be remedied, is given to the Asset Representations Reviewer by any party to this Agreement;


(iii)                         any
failure by the Asset Representations Reviewer to be an Eligible Asset Representations Reviewer, which failure shall continue unremedied
for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, is
given to the Asset Representations Reviewer by any party to this Agreement;


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


(v)                           the
Asset Representations Reviewer shall consent to the appointment of a conservator or receiver or liquidator or liquidation committee in
any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of or relating
to the Asset Representations Reviewer or of or relating to all or substantially all of its property; or




    	 	-493-	 



    


    

(vi)                        the Asset Representations Reviewer shall admit in writing its inability to pay its debts generally as they become due, file a
petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors,
or voluntarily suspend payment of its obligations.


Upon receipt by the Certificate
Administrator of written notice of the occurrence of any Asset Representations Reviewer Termination Event, the Certificate Administrator
shall promptly provide written notice to all Certificateholders (which shall be simultaneously delivered to the Asset Representations
Reviewer) in accordance with the notice distribution procedures described in Section 12.01(a), unless the Certificate Administrator
has received written notice that such Asset Representations Reviewer Termination Event has been remedied. If an Asset Representations
Reviewer Termination Event shall occur then, and in each and every such case, so long as such Asset Representations Reviewer Termination
Event shall not have been remedied, either the Trustee (i) may or (ii) upon the written direction of Holders of Certificates
evidencing not less than 25% of the Pooled Voting Rights (without regard to the application of any Cumulative Appraisal Reduction Amounts),
the Trustee shall, terminate all of the rights and obligations of the Asset Representations Reviewer under this Agreement, other than
rights and obligations accrued prior to such termination (including the right to receive all amounts accrued and owing to it under this
Agreement) and other than indemnification rights (arising out of events occurring prior to such termination), by notice in writing to
the Asset Representations Reviewer. The Asset Representations Reviewer is required to bear all reasonable costs and expenses of itself
and of each other party to this Agreement in connection with its termination due to an Asset Representations Reviewer Termination Event.
Notwithstanding anything herein to the contrary, the Depositor and each Mortgage Loan Seller shall have the right, but not the obligation,
to notify the Certificate Administrator and the Trustee of any Asset Representations Reviewer Termination Event of which it becomes aware.


(b)                           Upon
(i) the written direction of Holders of Pooled Principal Balance Certificates evidencing not less than 25% of the Pooled Voting
Rights (without regard to the application of any Cumulative Appraisal Reduction Amounts) requesting a vote to terminate and replace the
Asset Representations Reviewer with a proposed successor asset representations reviewer that is an Eligible Asset Representations Reviewer
and (ii) payment by such Holders to the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate
Administrator in connection with administering such vote, the Certificate Administrator shall promptly provide written notice thereof
to the Asset Representations Reviewer by mailing such notice to the Asset Representations Reviewer and to all Certificateholders in accordance
with the notice distribution procedures described in Section 12.01(a). Upon the written direction of Holders of Pooled
Principal Balance Certificates evidencing more than 75% of a Certificateholder Quorum (without regard to the application of any Cumulative
Appraisal Reduction Amounts), the Trustee shall terminate all of the rights and obligations of the Asset Representations Reviewer under
this Agreement (other than any rights or obligations that accrued prior to the date of such termination and other than indemnification
rights arising out of events occurring prior to such termination) by notice in writing to the Asset Representations Reviewer and appoint
the proposed successor. As between the Asset Representations Reviewer, on the one hand, and the Holders of Pooled Principal Balance Certificates,
on the other, such Pooled Certificateholders shall be entitled in their sole discretion to vote for the termination or not vote for the
termination of the Asset Representations Reviewer.




    	 	-494-	 



    


    

In the event that Holders of the Pooled Principal
Balance Certificates evidencing at least 75% of the Certificateholder Quorum elect to remove the Asset Representations Reviewer without
cause and appoint a successor, the successor asset representations reviewer will be responsible for all expenses necessary to effect the
transfer of responsibilities from its predecessor.


(c)                            On
or after the receipt by the Asset Representations Reviewer of written notice of termination, subject to this Section 12.05,
all of its authority and power under this Agreement shall be terminated and, without limitation, the terminated Asset Representations
Reviewer shall execute any and all documents and other instruments, and do or accomplish all other acts or things reasonably necessary
or appropriate to effect the purposes of such notice of termination. As soon as practicable, but in no event later than thirty (30) days
after (1) the Asset Representations Reviewer resigns pursuant to Section 12.03 of this Agreement or (2) the Trustee delivers
such written notice of termination to the Asset Representations Reviewer, the Trustee shall appoint a successor asset representations
reviewer that is an Eligible Asset Representations Reviewer. The Trustee shall provide written notice of the appointment of an Asset
Representations Reviewer to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Directing
Certificateholder and each Certificateholder within one Business Day of such appointment.


The Asset Representations
Reviewer shall at all times be an Eligible Asset Representations Reviewer and if the Asset Representations Reviewer ceases to be an Eligible
Asset Representations Reviewer, the Asset Representations Reviewer shall immediately notify the Master Servicer, the Special Servicer,
the Trustee, the Operating Advisor, the Certificate Administrator and the Directing Certificateholder of such disqualification and immediately
resign under Section 12.03 of this Agreement and the Trustee shall appoint a successor asset representations reviewer subject
to and in accordance with this Section 12.05. Notwithstanding the foregoing, if the Trustee is unable to find a successor
asset representations reviewer within thirty (30) days of the termination of the Asset Representations Reviewer, the Depositor shall
be permitted to find a replacement. The Trustee shall not be liable for any failure to identify and appoint a successor asset representations
reviewer so long as the Trustee uses commercially reasonable efforts to conduct a search for a successor asset representations reviewer
and such failure is not a result of the Trustee’s negligence, bad faith or willful misconduct in the performance of its obligations
hereunder.


(d)                           Upon
any termination of the Asset Representations Reviewer and appointment of a successor to the Asset Representations Reviewer, the Trustee
shall, as soon as possible, give written notice thereof to the Special Servicer, the Master Servicer, the Certificate Administrator (who
shall, as soon as possible, give written notice thereof to the Certificateholders), the Operating Advisor, the Mortgage Loan Sellers,
the Depositor and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing Certificateholder and each
Rating Agency. In the event that the Asset Representations Reviewer is terminated, all of its rights and obligations under this Agreement
shall terminate, other than any rights or obligations that accrued prior to the date of such termination (including the right to receive
all amounts accrued and owing to it under this Agreement) and other than indemnification rights (arising out of events occurring prior
to such termination).




    	 	-495-	 



    


    

[End of Article XII]


Article XIII



MISCELLANEOUS PROVISIONS


Section 13.01           Amendment.
(a)  This Agreement may be amended from time to time by the parties hereto, without the consent of any of the Certificateholders
or the Companion Holders:


(i)                               to
correct any defect or ambiguity in this Agreement in order to address any manifest error in any provision of this Agreement;


(ii)                            to
cause the provisions in this Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus (or
in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or this Agreement or to
correct or supplement any of its provisions which may be inconsistent with any other provisions therein or to correct any error;


(iii)                         to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and
(b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing
by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each
Rating Agency with respect to such amendment;


(iv)                        to
modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust REMIC
as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk
of imposition of any tax on the Trust or any Trust REMIC; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action
will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


(v)                           to
modify, eliminate or add to the provisions of Section 5.03(p) or any other provision hereof restricting transfer of the
Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel,
cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by
a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


(vi)                        to
revise or add any other provisions with respect to matters or questions arising under this Agreement or any other change; provided
that the required action shall not adversely affect in any material respect the interests of any Certificateholder or any




    	 	-496-	 



    


    

holder of a Serviced Pari Passu Companion
Loan not consenting to such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting
such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement
and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its
then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided that such rating agency confirmation may be
considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25);


(vii)                     to amend or supplement any provision hereof to the extent necessary to maintain the then-current ratings assigned to each Class
of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings
of any Serviced Pari Passu Companion Loan Securities (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


(viii)                  to
modify the provisions of Sections 3.05 and 3.17 (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event
has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing Certificateholder,
determine that the CMBS industry standard for such provisions has changed, in order to conform to such industry standard, (b) such
modification does not cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code, as evidenced by
an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced
Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25);


(ix)                          to
modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such
amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by (x) an
Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating
such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to
the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c)
and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website;




    	 	-497-	 



    


    

(x)                             to modify, eliminate or add to any provisions of this Agreement to such extent as would be necessary to comply with the requirements
for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or


(xi)                          to
modify, eliminate or add to any of its provisions in the event Regulation RR or any other regulations applicable to the risk retention
requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or
to modify or eliminate the provision related to the risk retention requirements in the event of such repeal, in each case as evidenced
by an Opinion of Counsel; provided that no such modification, elimination or addition may change in any manner the rights or obligations
of the Park West Village Third Party Purchaser under this Agreement or the related risk retention agreement without the consent of the
Park West Village Third Party Purchaser.


Notwithstanding the foregoing, no such amendment
(A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller, related Additional Repurchase Obligor or related guarantor under any Mortgage Loan Purchase Agreement or otherwise or change any
rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary hereunder,
without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor or (B) may materially
and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


(b)                           This
Agreement may also be amended from time to time by the parties hereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying
in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment shall:


(i)                               reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate Companion Loan
that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are required
to be distributed to a Companion Holder without the consent of such Companion Holder; or


(ii)                            reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove the
requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates of such
Class then-outstanding or such Companion Holders, as applicable; or


(iii)                         adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then outstanding;
or


(iv)                        change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller, related Additional




    	 	-498-	 



    


    

Repurchase Obligor or related guarantor
under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
hereunder, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor; or


(v)                           amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating
Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25) and, if required under the related Intercreditor Agreement, the consent of the holder of any
AB Subordinate Companion Loan for each Serviced AB Whole Loan.


(c)                            Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment hereto without having first received an Opinion
of Counsel (at the Trust’s expense) to the effect that such amendment is permitted hereunder, that all conditions precedent have
been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified person in
accordance with such amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause
any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code. Furthermore, no amendment to this Agreement
may be made that changes any provisions specifically required to be included in this Agreement by any Intercreditor Agreement or that
otherwise materially and adversely affects the holder of a Companion Loan without the consent of the holder of the related Companion
Loan(s).


(d)                           Promptly
after the execution of any amendment to this Agreement, the Certificate Administrator shall post a copy of the same to the Certificate
Administrator’s Website, deliver a copy of the same to the 17g-5 Information Provider who shall post a copy of the same on
the 17g-5 Information Provider’s Website pursuant to Section 3.13(b) and Section 3.13(c), as applicable,
and thereafter, the Certificate Administrator shall furnish a copy of such amendment in electronic format to each Certificateholder and
each Serviced Companion Noteholder, the Depositor, the Master Servicer, the Special Servicer, the Underwriters and the Rating Agencies.


(e)                            It
shall not be necessary for the consent of Certificateholders under this Section 13.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such
consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable regulations
as the Certificate Administrator may prescribe.




    	 	-499-	 



    


    

(f)                              The
Trustee and the Certificate Administrator shall not be obligated to enter into any amendment pursuant to this Section 13.01
that affects its rights, duties and immunities under this Agreement or otherwise.


(g)                           The
cost of any Opinion of Counsel to be delivered pursuant to Section 13.01(a) or (c) and the cost of any amendment
entered into hereunder shall be borne by the Person seeking the related amendment, except that if the Master Servicer, the Certificate
Administrator or the Trustee requests any amendment of this Agreement in furtherance of the rights and interests of Certificateholders,
the cost of any Opinion of Counsel required in connection therewith pursuant to Section 13.01(a) or (c) shall be
payable out of the Collection Account.


(h)                           The Servicing Standard shall not be amended unless each Rating Agency provides Rating Agency Confirmation and, with respect to
any class of Serviced Companion Loan Securities, the applicable rating agencies provide a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25).


(i)                               To
the extent the Operating Advisor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Asset Representations
Reviewer or the Depositor obtains an Opinion of Counsel as provided for in Section 13.01(c) in connection with executing
any amendment to this Agreement, such party shall be deemed not to have acted negligently in connection with entering into such amendment
for purposes of availing itself of any indemnity provided to such party under this Agreement.


(j)                               Notwithstanding
any other provision of this Agreement, for purposes of the giving or withholding of consents pursuant to this Section 13.01,
Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights with
respect to matters described above as they would if any other Person held such Certificates, so long as neither the Depositor nor any
of its Affiliates is performing servicing duties with respect to any of the Mortgage Loans or the Trust Subordinate Companion Loan.


(k)                            This
Agreement may not be amended without the consent of the AB Whole Loan Controlling Holder if such amendment would materially and adversely
affect the related Mortgage Loan or the rights of such Companion Holder hereunder.


(l)                               In
addition, if one but not all of the Mortgage Notes evidencing a Joint Mortgage Loan is repurchased by the applicable Mortgage Loan Sellers,
this Agreement may be amended by the parties hereto (at the expense of the party requesting such amendment (or, if the Master Servicer
or Special Servicer is requesting such amendment in connection with the fulfillment of its duties under this Agreement, at the expense
of the Trust)), without the consent of any Certificateholder, to add or modify provisions relating to the applicable Repurchased Note
for purposes of the servicing and administration of such Repurchased Note provided that the amendment shall not adversely affect in any
material respect the interests of the Certificateholders, as evidenced by a Rating Agency Confirmation from each Rating Agency




    	 	-500-	 



    


    

(obtained at the expense of the Repurchasing
Mortgage Loan Seller) with respect to such amendment (or, if no such Rating Agency Confirmation is actually received, by an Opinion of
Counsel to such effect). Prior to the effectiveness of such amendment, if one but not all of the Mortgage Notes with respect to a Joint
Mortgage Loan is repurchased, the terms of Section 3.34 shall govern the servicing and administration of such Joint Mortgage Loan.


Section 13.02            Recordation
of Agreement; Counterparts. (a)  To the extent permitted by applicable law, this Agreement is subject to recordation
in all appropriate public offices for real property records in all the counties or other comparable jurisdictions in which any or all
of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation
to be effected by the Certificate Administrator at the expense of the Depositor on direction by the Special Servicer and with the consent
of the Depositor (which may not be unreasonably withheld), but only upon direction accompanied by an Opinion of Counsel (the cost of
which shall be paid by the Depositor) to the effect that such recordation materially and beneficially affects the interests of the Certificateholders.


(b)                           For
the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may be executed
in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute
one and the same instrument, and the words “executed,” “signed,” “signature,” and words of like import
as used above and elsewhere in this Agreement or in any other certificate, agreement or document related to this transaction shall include,
in addition to manually executed signatures, images of manually executed signatures transmitted by facsimile or other electronic format
(including, without limitation, “pdf”) and other electronic signatures (including, without limitation, any electronic sound,
symbol, or process, attached to or logically associated with a contract or other record and executed or adopted by a person with the
intent to sign the record). The use of electronic signatures and electronic records (including, without limitation, any contract or other
record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and
enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable
law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records
Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the
Uniform Commercial Code.


(c)                            The
Trustee shall make any filings required under the laws of the state of its place of business required solely by virtue of the fact of
the location of the Trustee’s place of business, the costs of which, if any, to be at the Trustee’s expense.


Section 13.03            Limitation
on Rights of Certificateholders. (a)  The death or incapacity of any Certificateholder shall not operate to terminate
this Agreement or the Trust, nor entitle such Certificateholder’s legal representatives or heirs to claim an accounting or to take
any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations and liabilities
of the parties hereto or any of them.


(b)                           No
Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation
and management of the




    	 	-501-	 



    


    

Trust, or the obligations of the parties hereto,
nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to constitute the Certificateholders
from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party
by reason of any action taken by the parties to this Agreement pursuant to any provision hereof.


(c)                            Other
than with respect to any rights to deliver a Certificateholder Repurchase Request and exercise the rights described under Section 2.03(k)(i),
no Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, any Intercreditor Agreement, any Mortgage Loan or the Trust Subordinate
Companion Loan, or with respect to the Certificates, unless, with respect to any suit, action or proceeding upon or under or with respect
to this Agreement, such Holder previously shall have given to the Trustee and the Certificate Administrator a written notice of default,
and of the continuance thereof, as herein before provided, or of the need to institute such suit, action or proceeding on behalf of the
Trust and unless also (except in the case of a default by the Trustee) the Holders of Certificates of any Class evidencing not less than
50% of the related Percentage Interests in such Class shall have made written request upon the Trustee to institute such action, suit
or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such indemnity reasonably satisfactory to it
as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for sixty (60) days
after its receipt of such notice, request and offer of such indemnity, shall have neglected or refused to institute any such action,
suit or proceeding. The Trustee shall be under no obligation to exercise any of the trusts or powers vested in it hereunder or to institute,
conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Holders of Certificates
unless such Holders have offered to the Trustee indemnity reasonably satisfactory to it against the costs, expenses and liabilities which
may be incurred therein or hereby. It is understood and intended, and expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates shall have any right in any manner whatsoever by virtue
of any provision of this Agreement or the Certificates to affect, disturb or prejudice the rights of the Holders of any other of such
Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, which priority or preference is not
otherwise provided for herein, or to enforce any right under this Agreement or the Certificates, except in the manner herein or therein
provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions
of this Section 13.03(c), each and every Certificateholder and the Trustee shall be entitled to such relief as can be given
either at law or in equity.


Section 13.04   
Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING
UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE
RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS
OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE




    	 	-502-	 



    


    

PROVISIONS OF SECTION 5-1401 AND SECTION 5-1402
OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.


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


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


Section 13.05           Notices.
(a)  Any communications provided for or permitted hereunder shall be in writing and, unless otherwise expressly provided
herein, shall be deemed to have been duly given when delivered to (or, in the case of facsimile or electronic notices, when received
by):


In the case of the Depositor:



Barclays Commercial Mortgage Securities LLC

745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson

Email: daniel.vinson@barclays.com


with a copy to:



Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

Attention: Lillian Tillman, Legal Department

Email: lillian.tillman@barclays.com




    	 	-503-	 



    


    

In the case of the Master Servicer:



KeyBank National Association,

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael Tilden

(877) 379-1625

Email: Michael_a_tilden@keybank.com



with a copy to:



Polsinelli

900 West 48th Place, Suite 900

Kansas City, Missouri 64112

Attention: Kraig Kohring

Email: kkohring@polsinelli.com


 


In the case of the Special Servicer:



Argentic Services Company LP


500 North Central Expressway, Suite 261


Plano, Texas 75074


Attention: Andrew Hundertmark


Email: ahundertmark@argenticservices.com


 


with a copy to:


 


Attention: Grace Holst

Email: GHolst@argenticservices.com


In the case of the Park West Village Special
Servicer:



KeyBank National Association,

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Alan Williams

Email: keybank_notices@keybank.com



with a copy to:



Polsinelli

900 West 48th Place, Suite 900

Kansas City, Missouri 64112

Attention: Kraig Kohring

Email: kkohring@polsinelli.com


In the case of the Directing Certificateholder:




    	 	-504-	 



    


    

Argentic Securities Income USA 2 LLC

31 West 27th Street, 12th Floor

New York, New York 10001

Attention: Darren J. Gluck

Email: dgluck@argenticmgmt.com


In the case of the Park West Village
Directing Holder:


Park West Village Grand Avenue Partners,
LLC

c/o Oaktree Capital Management, L.P.

333 S. Grand Avenue, 28th Floor

Los Angeles, CA 90071

Attention: Bryan Sather

email: bsather@oaktreecapital.com


with electronic copies to the following
email addresses:


gmonzon@bellwetheram.com, bbocks@bellwetheram.com,
and bsather@oaktreecapital.com


In the case of the Saks Fulfillment Center
Loan-Specific Directing Certificateholder:


Bank of Montreal

c/o BMO Capital Markets Corp.

151 West 42nd Street

New York, New York 10036

Attention: Michael Birajiclian and David Schell

Email: Michael.Birajiclian@bmo.com; and David.Schell@bmo.com


with a copy to:


Bank of Montreal

c/o BMO Capital Markets Corp.

151 West 42nd Street

New York, New York 10036

Attention: Legal Department

Email: BMOCMBSNotices@bmo.com




    	 	-505-	 



    


    

In the case of the Trustee:



Wilmington Trust, National Association

1100 North Market Street

Wilmington Delaware 19890

Attention: CMBS Trustee



with a copy to:



Telecopy number (302) 636-4140

Email: CMBSTrustee@wilmingtontrust.com


In the case of the Certificate Administrator:



Computershare Trust Company, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – BBCMS 2022-C17



with a copy to:



cts.cmbs.bond.admin@wellsfargo.com

trustadministrationgroup@wellsfargo.com


In the case of the Certificate Registrar:




600 South 4th Street

7th Floor

Minneapolis, Minnesota 55415

Attention: Certificate Transfer Services (CMBS): BBCMS 2022-C17


In the case of the Custodian:


 


Computershare Trust Company, National Association

1055 10th Avenue SE

Minneapolis, Minnesota 55414

Attention: Document Custody Group: BBCMS 2022-C17



with a copy to:



Email: cmbscustody@wellsfargo.com




    	 	-506-	 



    


    

In the case of a surrender, transfer
or exchange of a Certificate:



Computershare Trust Company, National Association

600 South 4th Street

7th Floor

Minneapolis, Minnesota 55415

Attention: Corporate Trust Services – BBCMS 2022-C17


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



Pentalpha Surveillance LLC

501 John James Audubon Parkway, Suite 401

Amherst, New York 14228

Attention: BBCMS 2022-C17 – Transaction Manager



with a copy to:



notices@pentalphasurveillance.com


In the case of the Mortgage Loan Sellers:


		(i)	Barclays Capital Real Estate Inc.

745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson, Managing Director

Email: daniel.vinson@barclays.com



with a copy to:



Barclays Capital Real Estate Inc.

745 Seventh Avenue

New York, New York 10019

Attention: Lillian Tillman, Legal Department

Email: lillian.tillman@barclays.com



		(ii)	Societe Generale Financial Corporation

245 Park Avenue, 11th Floor

New York, New York 10167

Attention: Jim Barnard

E-mail: US-Glba-Abp-Cmbs-Notices@sgcib.com





    	 	-507-	 



    


    

with a copy to:



Societe Generale Financial Corporation

245 Park Avenue, 11th Floor

New York, New York 10167

Attention: General Counsel

E-mail: US-Glba-Abp-Cmbs-Notices@sgcib.com


		(iii)	Argentic Real Estate Finance LLC

31 West 27th Street, 12th Floor

New York, New York 10001

Attention: Michael Schulte

Facsimile No.: (646) 560-1745



		(iv)	UBS AG

1285 Avenue of the Americas

New York, New York 10019

Attention: Henry Chung



with a copy to:



UBS Business Solutions LLC

1285 Avenue of the Americas

New York, New York 10019

Attention: Chad Eisenberger, Executive Director and Counsel


		(v)	BSPRT CMBS Finance, LLC

1345 Avenue of the Americas, Suite 32A

New York, New York 10105

Attention: Micah Goodman



		(vi)	KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Joe DeRoy

Facsimile: (877) 379-1625



with a copy to:



Polsinelli

900 West 48th Place, Suite 900

Kansas City, Missouri 64112

Attention: Kraig Kohring

Facsimile: (816) 753-1536





    	 	-508-	 



    


    

		(vii)	Bank of Montreal

c/o BMO Capital Markets Corp.

151 West 42nd Street

New York, New York 10036

Attention: Michael Birajiclian and David Schell

Email: Michael.Birajiclian@bmo.com and David.Schell@bmo.com



with a copy to:



Bank of Montreal

c/o BMO Capital Markets Corp.

151 West 42nd Street

New York, New York 10036

Attention: Legal Department

Email: BMOCMBSNotices@bmo.com



		(viii)	LMF Commercial, LLC

590 Madison Avenue, 9th Floor

New York, New York 10022

Attention: Kenneth M. Gorsuch, Managing Director

Email: Ken.Gorsuch@lmfcommercial.com



and, with respect to certifications pursuant
to Section 2.03 of this Agreement, with a copy to:


McCoy & Orta

100 N. Broadway, 26th Floor

Oklahoma City, Oklahoma 73102


with a copy by email to: vorta@mccoy-orta.com


and with a copy to:


Marcia Moore Allen

email: mmoore-allen@mccoy-orta.com


In the case of any mezzanine lender:



The address set forth in the related Intercreditor Agreement.


In the case of any Companion Holder:



The address set forth in the related Intercreditor Agreement.


To each such Person, such
other address as may hereafter be furnished by such Person to the parties hereto in writing. Any communication required or permitted to
be delivered to a Certificateholder shall be deemed to have been duly given when mailed first class, postage prepaid, to the address of
such Holder as shown in the Certificate Register. Any notice so mailed




    	 	-509-	 



    


    

within the time prescribed in this Agreement
shall be conclusively presumed to have been duly given, whether or not the Certificateholder receives such notice.


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


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



Fitch Ratings, Inc.

300 West 57th Street

New York, New York 10019

Attention: Commercial Mortgage Surveillance Group

Facsimile No.: (212) 635-0295

E-mail: info.cmbs@fitchratings.com


Kroll Bond Rating Agency, LLC

805 Third Avenue, 29th Floor

New York, New York 10022

Attention: CMBS Surveillance

Email: cmbs.surveillance@kbra.com


 


Moody’s Investors Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10041

Attention: Commercial Mortgage Surveillance Group

E-mail: CMBSSurveillance@moodys.com


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




    	 	-510-	 



    


    

Section 13.07         Grant of a Security
Interest. The Depositor intends that the conveyance of the Conveyed Property shall constitute a sale and not a pledge of
security for a loan. If such conveyance is deemed to be a pledge of security for a loan, however, the Depositor intends that the
rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement. The Depositor also
intends and agrees that, in such event, (i) the Depositor shall be deemed to have granted to the Trustee (in such capacity) a
first priority security interest in the Depositor’s entire right, title and interest in, to and under, whether now owned or
existing or hereafter acquired or arising, the Conveyed Property and all proceeds thereof and (ii) this Agreement shall
constitute a Security Agreement under applicable law. The Depositor shall file or cause to be filed, as a precautionary filing, a
UCC Financing Statement in all appropriate locations in the State of Delaware promptly following the initial issuance of the
Certificates, and the Certificate Administrator shall, at the expense of the Depositor (to the extent reasonable), prepare and file
continuation statements with respect thereto, in each case in the six-month period prior to every fifth anniversary of the date of
the initial UCC Financing Statement. The Depositor shall cooperate in a reasonable manner with the Certificate Administrator in the
preparation and filing of such continuation statements. This Section 13.07 shall constitute notice to the Certificate
Administrator and the Trustee pursuant to any of the requirements of the applicable UCC.


Section 13.08           Successors
and Assigns; Third Party Beneficiaries. (a)  The provisions of this Agreement shall be binding upon and inure to the
benefit of the respective successors and assigns of the parties hereto, and all such provisions shall inure to the benefit of the Certificateholders,
subject to Section 13.03. Each Mortgage Loan Seller (and its respective agents), each Additional Repurchase Obligor under a Mortgage
Loan Purchase Agreement, each guarantor of a Mortgage Loan Seller’s obligations under the applicable Mortgage Loan Purchase Agreement,
each Companion Holder (and its respective agents), each Underwriter, each depositor of a Regulation AB Companion Loan Securitization
and the Initial Purchasers are intended third-party beneficiaries to this Agreement in respect of the respective rights afforded
them hereunder. No other person, including, without limitation, any Mortgagor, shall be entitled to any benefit or equitable right, remedy
or claim under this Agreement. If one, but not all, of the Mortgage Notes evidencing any Joint Mortgage Loan is repurchased, the applicable
Repurchasing Mortgage Loan Seller shall be a third-party beneficiary of this Agreement to the same extent as if it were a holder of a
Serviced Pari Passu Companion Loan, as contemplated by Section 3.34 hereof.


(b)                           Each
Serviced Companion Noteholder shall be a third-party beneficiary to this Agreement in respect to the rights afforded it hereunder. Each
of the Other Servicers and the Other Trustees shall be a third-party beneficiary to this Agreement in respect to all provisions herein
expressly relating to compensation, reimbursement or indemnification of such Other Servicer and Other Trustee, and any provisions regarding
reimbursement or advances or interest thereon to such Other Servicer or Other Trustee.


(c)                            Each
of the applicable Non-Serviced Trustee, Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Depositor,
Non-Serviced Paying Agent and any Non-Serviced Trust holding a related Non-Serviced Companion Loan, shall be a third-party beneficiary
to this Agreement in respect to its rights as specifically provided for herein and under the applicable Non-Serviced Intercreditor
Agreement.




    	 	-511-	 



    


    

(d)                           Subject to Section 2.03(k)(ii), Section 2.03(l)(iv) and Section 2.03(l)(v), any Requesting
Certificateholder shall be an express third-party beneficiary to this Agreement for purposes of exercising rights under Section 2.03(k)
through Section 2.03(o).


Section 13.09           Article
and Section Headings. The article and section headings herein are for convenience of reference only, and shall not limit or otherwise
affect the meaning hereof.


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


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


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


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


(iv)                        the
repurchase or substitution of Mortgage Loans by the related Mortgage Loan Seller or Additional Repurchase Obligor pursuant to Section 5
or Section 19, as applicable, of the related Mortgage Loan Purchase Agreement.


(b)                           The
Master Servicer shall use reasonable efforts to promptly provide notice to the 17g-5 Information Provider for posting on the 17g-5
Information Provider’s Website pursuant to Section 3.13(c), with respect to each of the following of which it has
actual knowledge:


(i)                               the
resignation or removal of the Trustee or the Certificate Administrator;


(ii)                            any
change in the location of the Collection Account;


(iii)                         any
event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Trustee;


(iv)                        any
change in the lien priority of any Mortgage Loan or Trust Subordinate Companion Loan with respect to an assumption of the Mortgage Loan
or Trust Subordinate Companion Loan or additional encumbrance described in Section 3.08;


(v)                           any
additional lease to an anchor tenant or termination of any existing lease to an anchor tenant at retail properties for any Mortgage Loan
or Trust Subordinate Companion Loan with a Stated Principal Balance that is equal to or greater than the lesser of (1) an amount
greater than 5% of the then aggregate outstanding principal balances of the Mortgage Loans and (2) $ 35,000,000;




    	 	-512-	 



    


    

(vi)                        any material damage to any Mortgaged Property;


(vii)                     any
assumption with respect to a Mortgage Loan; and


(viii)                  any
release or substitution of any Mortgaged Property.


(c)                            The
Certificate Administrator shall promptly furnish notice to the 17g-5 Information Provider for posting on the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c), and thereafter to the Rating Agencies of (i) any change in
the location of the Distribution Accounts and (ii) the final payment to any Class of Certificateholders.


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


Section 13.11           Recognition
of U.S. Special Resolution Regimes.


(i)                               In
the event a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of this Agreement (and
any interest and obligation in or under, and any property securing, this Agreement) from such Covered Party will be effective to the
same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement (and any interest and obligation
in or under, and any property securing, this Agreement) were governed by the laws of the United States or a State of the United States.


(ii)                            In
the event that a Covered Party or any BHC Affiliate of such Covered Party becomes subject to a proceeding under a U.S. Special Resolution
Regime, Default




    	 	-513-	 



    


    

Rights under this Agreement that may
be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised
under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a State of the United States.


(iii)                         For
the purposes of this Section 13.11 and Section 13.12, the following definitions apply:


“BHC Affiliate”
has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. §1841(k).


“Covered Party”
means any party to this Agreement that is one of the following: (i) a “covered entity” as that term is defined in, and interpreted
in accordance with, 12 C.F.R. §252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance
with, 12 C.F.R. §47.3(b), or any subsidiary of such a covered bank to which 12 C.F.R. Part 47 applies in accordance with 12 C.F.R.
§47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §382.2(b).


“Default Right”
has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§252.81, 47.2 or 382.1, as
applicable.


“U.S. Special Resolution
Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of
the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.


Section 13.12           Limitation
on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings.(i) Notwithstanding anything to the contrary in this
Agreement or any other agreement, but subject to the requirements of Section 13.12, no party to this Agreement shall be
permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related, directly or indirectly,
to a BHC Affiliate of such party becoming subject to a receivership, insolvency, liquidation, resolution, or similar proceeding (each
an “Insolvency Proceeding”), except to the extent the exercise of such Default Right would be permitted under the
creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable.


After a BHC Affiliate of
a Covered Party has become subject to Insolvency Proceedings, if any party to this Agreement seeks to exercise any Default Right against
such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden of proof, by clear
and convincing evidence, that the exercise of such Default Right is permitted hereunder.


Section 13.13            Cooperation
with the Mortgage Loan Sellers with Respect to Rights Under the Loan Agreements. It is expressly agreed and understood that, notwithstanding
the assignment of the Mortgage Loan documents, it is expressly intended that each Mortgage Loan Seller get the benefit of any securitization
indemnification provisions in the Mortgage Loan documents. Therefore, the Depositor, the Master Servicer, the Special Servicer and the
Trustee hereby agree to reasonably cooperate with each Mortgage Loan Seller at the sole reasonable expense of such Mortgage Loan Seller
with respect to the benefits of the provisions of any




    	 	-514-	 



    


    

section of a loan agreement or securitization
cooperation agreement related to indemnification of the lender and/or its Affiliates with respect to any securitization of the related
Mortgage Loan, including, without limitation, reassignment to the related Mortgage Loan Seller of such sections, but no other portion
of the Mortgage Loan documents, to permit the related Mortgage Loan Seller and its respective Affiliates to enforce such provisions for
their respective benefits; provided that none of the Depositor, the Master Servicer, the Special Servicer or the Trustee shall
be required to take any action that is inconsistent with the Servicing Standard, would violate applicable law, the terms and provisions
of this Agreement or the Mortgage Loan documents, would adversely affect any Certificateholder, would cause any Trust REMIC to fail to
qualify as a REMIC, or would result in the imposition of a “prohibited transaction” or “prohibited contribution”
tax under the REMIC Provisions. To the extent that the Trustee is required to execute any document facilitating an assignment under this
Section 13.13, such document shall be in form and substance reasonably acceptable to the Trustee.


[End of Article XIII]


[SIGNATURES COMMENCE ON FOLLOWING PAGE]


 




    	 	-515-	 



    


    

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





	 	BARCLAYS COMMERCIAL MORTGAGE

                  SECURITIES LLC,

	 	 	Depositor
	 	 	 
	 	 	 
	 	By: 	 /s/  Larry Kravetz
	 	 	Name: 	Larry Kravetz
	 	 	Title: 	President







    	 	BBCMS 2022-C17 - Pooling and Servicing Agreement
	 



     


    





	 	KEYBANK
NATIONAL ASSOCIATION,
	 	 	Master Servicer
	 	 	 
	 	 	 
	 	By: 	 /s/  Michael A. Tilden
	 	 	Name: 	Michael A. Tilden
	 	 	Title: 	Vice President







    	 	BBCMS 2022-C17 - Pooling and Servicing Agreement
	 



     


    




	 	ARGENTIC SERVICES COMPANY LP,
	 	 	Special Servicer
	 	 	 
	 	 	 
	 	By: 	 /s/  Bruce Rickert
	 	 	Name: 	Bruce Rickert
	 	 	Title: 	Authorized Signatory
	 	 	 	 
	 	 	 	 
	 	By: 	 
	 	 	Name: 	Andrew Hundertmark
	 	 	Title: 	Authorized Signatory



 


 





    	 	BBCMS 2022-C17 - Pooling and Servicing Agreement
	 



     


    





	 	ARGENTIC SERVICES COMPANY LP,
	 	 	Special Servicer
	 	 	 
	 	 	 
	 	By: 	
	 	 	Name: 	Bruce Rickert
	 	 	Title: 	Authorized Signatory
	 	 	 	 
	 	 	 	 
	 	By: 	 /s/  Andrew Hundertmark
	 	 	Name: 	Andrew Hundertmark
	 	 	Title: 	Authorized Signatory






    	 	BBCMS 2022-C17 - Pooling and Servicing Agreement
	 



     


    




	 	KEYBANK
NATIONAL ASSOCIATION,
	 	 	Park West Village Special Servicer
	 	 	 
	 	 	 
	 	By: 	 /s/  Michael A. Tilden
	 	 	Name: 	Michael A. Tilden
	 	 	Title: 	Vice President






    	 	BBCMS 2022-C17 - Pooling and Servicing Agreement
	 



     


    




	 	COMPUTERSHARE TRUST COMPANY, 

                  National Association,

                  not in its
                  individual capacity, but solely as

                  Certificate Administrator

	 	 	 
	 	 	 
	 	By: 	 /s/  Anna M. Lopez
	 	 	Name: 	Anna M. Lopez
	 	 	Title: 	Vice President







    	 	BBCMS 2022-C17 - Pooling and Servicing Agreement
	 



     


    




	 	WILMINGTON TRUST, NATIONAL

                  ASSOCIATION,

                  not in its individual capacity, but solely as

                  Trustee

	 	 	 
	 	 	 
	 	By: 	 /s/  Beverly D. Capers
	 	 	Name: 	Beverly D. Capers
	 	 	Title: 	Vice President







    	 	BBCMS 2022-C17 - Pooling and Servicing Agreement
	 



     


    




	 	PENTALPHA SURVEILLANCE LLC,
	 	 	Operating Advisor
	 	 	 
	 	 	 
	 	By: 	 /s/  James Callahan
	 	 	Name: 	James Callahan
	 	 	Title: 	Executive Director and Solely as an

      Authorized Signatory for

      Pentalpha Surveillance LLC







    	 	BBCMS 2022-C17 - Pooling and Servicing Agreement
	 



     


    






	 	PENTALPHA SURVEILLANCE LLC,
	 	 	Asset Representations Reviewer
	 	 	 
	 	 	 
	 	By: 	 /s/  James Callahan
	 	 	Name: 	James Callahan
	 	 	Title: 	Executive Director and Solely as an

      Authorized Signatory for

      Pentalpha Surveillance LLC



 





    	 	BBCMS 2022-C17 - Pooling and Servicing Agreement
	 



     


    

 


 







EXHIBIT A-1


FORM OF CLASS A-1 CERTIFICATE


CLASS A-1


BBCMS MORTGAGE TRUST 2022-C17


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


SERIES 2022-C17, CLASS A-1


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGORS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE
INITIAL PURCHASERS, THE LOAN-SPECIFIC INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS NOR THE TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY
OR INSTRUMENTALITY OR PRIVATE INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


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


THE PORTION OF THE CERTIFICATE BALANCE OF
THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE
PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE





 






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






	2	Book-Entry Certificate legend.






 




    	 	A-1-1	 



     


    

AND WILL BE INCREASED BY RECOVERIES ON
THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS
ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE POOLED PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE
OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE
BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.


 




    	 	A-1-2	 



     


    

 


	
    PASS-THROUGH RATE: 4.285000% per annum

    DENOMINATION: $[      ]

    DATE OF POOLING AND SERVICING 

AGREEMENT: AS OF SEPTEMBER 1, 2022

    CUT-OFF DATE: AS SET FORTH IN THE 

POOLING AND SERVICING AGREEMENT
    (AS

 DEFINED HEREIN)

    CLOSING DATE: SEPTEMBER 8, 2022

    FIRST DISTRIBUTION DATE:

    OCTOBER 17, 2022

    APPROXIMATE AGGREGATE

    CERTIFICATE BALANCE

    OF THE CLASS A-1 CERTIFICATES

    AS OF THE CLOSING DATE: $9,177,000
	
    MASTER SERVICER: KEYBANK NATIONAL


    ASSOCIATION

    SPECIAL SERVICER: ARGENTIC SERVICES 

    COMPANY
LP

    PARK WEST VILLAGE SPECIAL SERVICER: 

KEYBANK
    NATIONAL ASSOCIATION

    TRUSTEE: WILMINGTON TRUST, NATIONAL

 ASSOCIATION

    CERTIFICATE ADMINISTRATOR:

    COMPUTERSHARE
    TRUST

    COMPANY, NATIONAL

    ASSOCIATION

    OPERATING
    Advisor: PENTALPHA

    SURVEILLANCE LLC

    ASSET REPRESENTATIONS REVIEWER:

    PENTALPHA
    SURVEILLANCE

    LLC

    CUSIP NO.: 054976AA3

    ISIN NO.: US054976AA39

    CERTIFICATE NO.: [A-1-1]

	 	 


 




    	 	A-1-3	 



     


    

CLASS A-1 CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and a separate
subordinate interest in one commercial mortgage loan (the “Trust Subordinate Companion Loan”), all payments on or collections
in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after the Cut-off Date, all REO Properties and revenues
received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or
other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loan and such amounts as shall from time to time
be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Park West Village Gain-on-Sale Reserve
Account, the Gain-on-Sale Reserve Account, the Park West Village Excess Collections Reserve Account and the REO Accounts, formed and sold
by


BARCLAYS COMMERCIAL MORTGAGE SECURITIES
LLC


THIS CERTIFIES THAT CEDE & CO. is the registered
owner of the interest evidenced by this Certificate in the Class A-1 Certificates issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated and effective as of September 1, 2022 (the “Pooling and Servicing Agreement”), between
Barclays Commercial Mortgage Securities LLC (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing
Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned
thereto in the Pooling and Servicing Agreement.


This Certificate is one of
a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”)
and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of
the Class A-1 Certificates. The Certificates are designated as the BBCMS Mortgage Trust 2022-C17, Commercial Mortgage Pass-Through
Certificates, Series 2022-C17 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.


This Certificate does not
purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate
Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement,
to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents
and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified
in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”). Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on
or measured by income.


Pursuant to the terms of
the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered
as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented
by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class
of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private debts.




    	 	A-1-4	 



     


    

Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating
to such Distribution Date at the Class A-1 Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal
to this Certificate’s pro rata share of the Pooled Available Funds to be distributed on the Certificates of this Class as
of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing
Agreement.


Realized Losses and certain
other amounts on the Mortgage Loans and the Trust Subordinate Companion Loan shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans and the Trust
Subordinate Companion Loan allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates
of such Class.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution
Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement
and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts)
will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments in accordance
with Section 3.06 of the Pooling and Servicing Agreement. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans, and the Trust
Subordinate Companion Loan and administration of the Trust.


All distributions under the
Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such
Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined
without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like
manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(l) of the Pooling and
Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation
in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall
not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact
the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject
to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(l) of the Pooling and Servicing Agreement.


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the
Certificate Register only upon surrender of this Certificate




    	 	A-1-5	 



     


    

for registration of Transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


Subject to the terms of the
Pooling and Servicing Agreement, the Class A-1 Certificates will be issued in book-entry form through the facilities of DTC in minimum
denominations of $10,000 initial Certificate Balance, and in integral multiples of $1 in excess thereof, with one Certificate of each
such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer
to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate
Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate
Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent of any of them, shall be affected by any notice to
the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


(i)        
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


(ii)        to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust
or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions
therein or to correct any error;


(iii)     to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency
with respect to such amendment;


(iv)    to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such
action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


(v)     to modify, eliminate or add to the provisions of Section 5.03(p) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of




    	 	A-1-6	 



     


    

the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any
of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified
Organization or a Disqualified Non-U.S. Tax Person;


(vi)    to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion
of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


(vii)   to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely
affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by
an Opinion of Counsel;


(viii)  to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing
Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to conform to such industry standard,
(b) such modification does not cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced
Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade,
withdrawal or qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


(ix)     to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from
each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice
of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


(x)      to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or


(xi)     to modify, eliminate or add to any of its provisions in the event Regulation RR or any other regulations applicable to the risk
retention requirements for this securitization transaction are amended or




    	 	A-1-7	 



     


    

repealed, to the extent required to comply
with any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal,
in each case as evidenced by an Opinion of Counsel; provided that no such modification, elimination or addition may change in any
manner the rights or obligations of the Park West Village Third Party Purchaser under this Agreement or the related risk retention agreement
without the consent of the Park West Village Third Party Purchaser.


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any
Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor under any Mortgage Loan Purchase Agreement or otherwise
or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or
related guarantor or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment
shall:


(i)          reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Trust Subordinate Companion
Loan that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are
required to be distributed to a Companion Holder without the consent of such Companion Holder; or


(ii)      reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then outstanding or such Companion Holders, as applicable; or


(iii)     adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


(iv)    change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller,
related Additional Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise or change any rights
of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller, related Additional Repurchase Obligor or related guarantor; or


(v)     amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect
to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor
Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing
Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of
the Trust Fund or any




    	 	A-1-8	 



     


    

Trust REMIC, or cause any Trust REMIC to fail
to qualify as a REMIC under the relevant provisions of the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may
be made that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any Intercreditor Agreement
or that otherwise materially and adversely affects the holder of a Companion Loan without the consent of the holder of the related Companion
Loan(s).


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order of priority,
at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of
the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion Loan and the Trust’s portion of each
REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans.


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class E Certificates are
no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master Servicer,
to exchange all of the outstanding Certificates (other than the Class R Certificates together with the payment or deemed payment of the
Termination Purchase Amount) for all of the Mortgage Loans, the Trust Subordinate Companion Loan and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


The obligations created by
the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust
due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


Unless the certificate of
authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans or Trust Subordinate Companion
Loan.


THIS CERTIFICATE AND THE
POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    	 	A-1-9	 



     


    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY,

                                                                NATIONAL ASSOCIATION, not in its

                                                                individual capacity but solely as Certificate

                                                                Registrar under the Pooling and Servicing

                                                                Agreement

	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





		Dated:	September 8, 2022



CERTIFICATE OF AUTHENTICATION


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





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, 
 NATIONAL ASSOCIATION, as

                                                                Authenticating Agent

	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





 




    	 	A-1-10	 



     


    

ABBREVIATIONS


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


 





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


 


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


 


 





FORM
OF TRANSFER


 


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


 







 



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


 







 



(Please
print or typewrite name and address of assignee)


 






 









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


 





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


 


 


 





	 	 
	SIGNATURE GUARANTEED	 


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



    	 	A-1-11	 



     


    

DISTRIBUTION INSTRUCTIONS


The assignee should include
the following for purposes of distribution:


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


 




    	 	A-1-12	 



     


    

EXHIBIT A-2


FORM OF CLASS A-2 CERTIFICATE


CLASS A-2


BBCMS MORTGAGE TRUST 2022-C17


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


SERIES 2022-C17, CLASS A-2


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGORS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE
INITIAL PURCHASERS, THE LOAN-SPECIFIC INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS NOR THE TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY
OR INSTRUMENTALITY OR PRIVATE INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


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


THE PORTION OF THE CERTIFICATE BALANCE OF
THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE
PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE





 






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






	2	Book-Entry Certificate legend.




 




    	 	A-2-1	 



     


    

AND WILL BE INCREASED BY RECOVERIES ON
THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS
ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE POOLED PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE
OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE
BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.


 




    	 	A-2-2	 



     


    

 


	
    PASS-THROUGH RATE: 4.644000%

    DENOMINATION: $[      ]

    DATE OF POOLING AND SERVICING 

AGREEMENT: AS OF SEPTEMBER 1, 2022

    CUT-OFF DATE: AS SET FORTH IN THE

    POOLING AND SERVICING AGREEMENT
    (AS

    DEFINED HEREIN)

    CLOSING DATE: SEPTEMBER 8, 2022

    FIRST DISTRIBUTION DATE:

    OCTOBER 17, 2022

    APPROXIMATE AGGREGATE

    CERTIFICATE BALANCE

    OF THE CLASS A-2 CERTIFICATES

    AS OF THE CLOSING DATE: $68,038,000
	
    MASTER SERVICER: KEYBANK NATIONAL

    ASSOCIATION

    PARK WEST VILLAGE SPECIAL SERVICER:

    KEYBANK
    NATIONAL ASSOCIATION

    SPECIAL SERVICER: ARGENTIC SERVICES

    COMPANY LP

    TRUSTEE: WILMINGTON TRUST, NATIONAL

    ASSOCIATION

    CERTIFICATE ADMINISTRATOR:

    COMPUTERSHARE
    TRUST

    COMPANY, NATIONAL

    ASSOCIATION

    OPERATING
    Advisor: PENTALPHA

    SURVEILLANCE LLC

    ASSET REPRESENTATIONS REVIEWER:

    PENTALPHA
    SURVEILLANCE

    LLC

    CUSIP NO.: 054976AB1

    ISIN NO.: US054976AB12

    CERTIFICATE NO.: [A-2-1]

	 	 


 




    	 	A-2-3	 



     


    

CLASS A-2 CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and a separate
subordinate interest in one commercial mortgage loan (the “Trust Subordinate Companion Loan”), all payments on or collections
in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after the Cut-off Date, all REO Properties and revenues
received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or
other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loan and such amounts as shall from time to time
be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Park West Village Gain-on-Sale Reserve
Account, the Gain-on-Sale Reserve Account, the Park West Village Excess Collections Reserve Account and the REO Accounts, formed and sold
by


BARCLAYS COMMERCIAL MORTGAGE SECURITIES
LLC


THIS CERTIFIES THAT CEDE & CO. is the registered
owner of the interest evidenced by this Certificate in the Class A-2 Certificates issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated and effective as of September 1, 2022 (the “Pooling and Servicing Agreement”), between
Barclays Commercial Mortgage Securities LLC (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing
Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned
thereto in the Pooling and Servicing Agreement.


This Certificate is one of
a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”)
and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of
the Class A-2 Certificates. The Certificates are designated as the BBCMS Mortgage Trust 2022-C17, Commercial Mortgage Pass-Through
Certificates, Series 2022-C17 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.


This Certificate does not
purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate
Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement,
to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents
and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified
in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”). Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on
or measured by income.


Pursuant to the terms of
the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered
as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented
by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class
of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private debts.




    	 	A-2-4	 



     


    

Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating
to such Distribution Date at the Class A-2 Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal
to this Certificate’s pro rata share of the Pooled Available Funds to be distributed on the Certificates of this Class as
of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing
Agreement.


Realized Losses and certain
other amounts on the Mortgage Loans and the Trust Subordinate Companion Loan shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans and the Trust
Subordinate Companion Loan allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates
of such Class.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution
Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement
and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts)
will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments in accordance
with Section 3.06 of the Pooling and Servicing Agreement. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans, and the Trust
Subordinate Companion Loan and administration of the Trust.


All distributions under the
Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such
Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined
without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like
manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(l) of the Pooling and
Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation
in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall
not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact
the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject
to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(l) of the Pooling and Servicing Agreement.


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the
Certificate Register only upon surrender of this Certificate




    	 	A-2-5	 



     


    

for registration of Transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


Subject to the terms of the
Pooling and Servicing Agreement, the Class A-2 Certificates will be issued in book-entry form through the facilities of DTC in minimum
denominations of $10,000 initial Certificate Balance, and in integral multiples of $1 in excess thereof, with one Certificate of each
such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer
to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate
Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate
Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent of any of them, shall be affected by any notice to
the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


(i)       to correct
any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision of the Pooling
and Servicing Agreement;


(ii)      to cause
the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements made in the
Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or the Pooling
and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions therein
or to correct any error;


(iii)     to change
the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that (a) the
P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such change
shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel
at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect
to such amendment;


(iv)     to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such
action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


(v)     to modify, eliminate or add to the provisions of Section 5.03(p) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of




    	 	A-2-6	 



     


    

the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any
of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified
Organization or a Disqualified Non-U.S. Tax Person;


(vi)    to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion
of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


(vii)   to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely
affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by
an Opinion of Counsel;


(viii)  to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing
Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to conform to such industry standard,
(b) such modification does not cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced
Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade,
withdrawal or qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


(ix)     to modify
the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by
(x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating
Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c)
of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


(x)      to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or


(xi)     to modify, eliminate or add to any of its provisions in the event Regulation RR or any other regulations applicable to the risk
retention requirements for this securitization transaction are amended or




    	 	A-2-7	 



     


    

repealed, to the extent required to comply
with any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal,
in each case as evidenced by an Opinion of Counsel; provided that no such modification, elimination or addition may change in any
manner the rights or obligations of the Park West Village Third Party Purchaser under this Agreement or the related risk retention agreement
without the consent of the Park West Village Third Party Purchaser.


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any
Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor under any Mortgage Loan Purchase Agreement or otherwise
or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or
related guarantor or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment
shall:


(i)          reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Trust Subordinate Companion
Loan that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are
required to be distributed to a Companion Holder without the consent of such Companion Holder; or


(ii)      reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then outstanding or such Companion Holders, as applicable; or


(iii)     adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


(iv)    change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller,
related Additional Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise or change any rights
of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller, related Additional Repurchase Obligor or related guarantor; or


(v)     amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect
to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor
Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing
Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of
the Trust Fund or any




    	 	A-2-8	 



     


    

Trust REMIC, or cause any Trust REMIC to fail
to qualify as a REMIC under the relevant provisions of the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may
be made that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any Intercreditor Agreement
or that otherwise materially and adversely affects the holder of a Companion Loan without the consent of the holder of the related Companion
Loan(s).


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order of priority,
at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of
the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion Loan and the Trust’s portion of each
REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans.


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class E Certificates are
no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master Servicer,
to exchange all of the outstanding Certificates (other than the Class R Certificates together with the payment or deemed payment of the
Termination Purchase Amount) for all of the Mortgage Loans, the Trust Subordinate Companion Loan and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


The obligations created by
the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust
due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


Unless the certificate of
authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans or Trust Subordinate Companion
Loan.


THIS CERTIFICATE AND THE
POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    	 	A-2-9	 



     


    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY,

                                                                NATIONAL ASSOCIATION, not in its

                                                                individual capacity but solely as Certificate

                                                                Registrar under the Pooling and Servicing

                                                                Agreement

	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





		Dated:	September 8, 2022



CERTIFICATE OF AUTHENTICATION


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





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, 
 NATIONAL ASSOCIATION, as

                                                                Authenticating Agent

	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





 




    	 	A-2-10	 



     


    

ABBREVIATIONS


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


 





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


 


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


 


 







FORM
OF TRANSFER


 


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


 







 



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


 







 



(Please
print or typewrite name and address of assignee)


 






 




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


 


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





 





	 	 
	SIGNATURE GUARANTEED	 





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


 




    	 	A-2-11	 



     


    

DISTRIBUTION INSTRUCTIONS


The assignee should include
the following for purposes of distribution:


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


 




    	 	A-2-12	 



     


    

 


EXHIBIT A-3


FORM OF CLASS A-3 CERTIFICATE


CLASS A-3


BBCMS MORTGAGE TRUST 2022-C17


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


SERIES 2022-C17, CLASS A-3


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGORS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE
INITIAL PURCHASERS, THE LOAN-SPECIFIC INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS NOR THE TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY
OR INSTRUMENTALITY OR PRIVATE INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


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


 


 






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






	2	Book-Entry Certificate legend.











 




    	 	A-3-1	 



     


    

THE PORTION OF THE CERTIFICATE BALANCE OF
THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE
PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE
ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION
OF THE POOLED PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH
BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.




    	 	A-3-2	 



     


    

 


	
    PASS-THROUGH RATE: 4.618000%

    DENOMINATION: $[      ]

    DATE OF POOLING AND SERVICING

    AGREEMENT: AS OF SEPTEMBER 1, 2022

    CUT-OFF DATE: AS SET FORTH IN THE

    POOLING AND SERVICING AGREEMENT
    (AS

    DEFINED HEREIN)

    CLOSING DATE: SEPTEMBER 8, 2022

    FIRST DISTRIBUTION DATE:

    OCTOBER 17, 2022

    APPROXIMATE AGGREGATE

    CERTIFICATE BALANCE

    OF THE CLASS A-3 CERTIFICATES

    AS OF THE CLOSING DATE: $27,121,000
	
    MASTER SERVICER: KEYBANK NATIONAL

    ASSOCIATION

    SPECIAL SERVICER: ARGENTIC SERVICES

    COMPANY LP

    PARK WEST VILLAGE SPECIAL SERVICER:

    KEYBANK
    NATIONAL ASSOCIATION

    TRUSTEE: WILMINGTON TRUST, NATIONAL

    ASSOCIATION

    CERTIFICATE ADMINISTRATOR:

    COMPUTERSHARE
    TRUST

    COMPANY, NATIONAL

    ASSOCIATION

    OPERATING
    Advisor: PENTALPHA

    SURVEILLANCE LLC

    ASSET REPRESENTATIONS REVIEWER:

    PENTALPHA
    SURVEILLANCE

    LLC

    CUSIP NO.: 054976AC9

    ISIN NO.: US054976AC94

    CERTIFICATE NO.: [A-3-1]

	 	 


 




    	 	A-3-3	 



     


    

CLASS A-3 CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and a separate
subordinate interest in one commercial mortgage loan (the “Trust Subordinate Companion Loan”), all payments on or collections
in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after the Cut-off Date, all REO Properties and revenues
received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or
other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loan and such amounts as shall from time to time
be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Park West Village Gain-on-Sale Reserve
Account, the Gain-on-Sale Reserve Account, the Park West Village Excess Collections Reserve Account and the REO Accounts, formed and sold
by


BARCLAYS COMMERCIAL MORTGAGE SECURITIES
LLC


THIS CERTIFIES THAT CEDE & CO. is the registered
owner of the interest evidenced by this Certificate in the Class A-3 Certificates issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated and effective as of September 1, 2022 (the “Pooling and Servicing Agreement”), between
Barclays Commercial Mortgage Securities LLC (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing
Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned
thereto in the Pooling and Servicing Agreement.


This Certificate is one of
a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”)
and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of
the Class A-3 Certificates. The Certificates are designated as the BBCMS Mortgage Trust 2022-C17, Commercial Mortgage Pass-Through
Certificates, Series 2022-C17 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.


This Certificate does not
purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate
Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement,
to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents
and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified
in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”). Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on
or measured by income.


Pursuant to the terms of
the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered
as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented
by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class
of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private debts.




    	 	A-3-4	 



     


    

Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating
to such Distribution Date at the Class A-3 Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal
to this Certificate’s pro rata share of the Pooled Available Funds to be distributed on the Certificates of this Class as
of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing
Agreement.


Realized Losses and certain
other amounts on the Mortgage Loans and the Trust Subordinate Companion Loan shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans and the Trust
Subordinate Companion Loan allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates
of such Class.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution
Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement
and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts)
will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments in accordance
with Section 3.06 of the Pooling and Servicing Agreement. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans, and the Trust
Subordinate Companion Loan and administration of the Trust.


All distributions under the
Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such
Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined
without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like
manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(l) of the Pooling and
Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation
in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall
not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact
the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject
to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(l) of the Pooling and Servicing Agreement.


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the
Certificate Register only upon surrender of this Certificate




    	 	A-3-5	 



     


    

for registration of Transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


Subject to the terms of the
Pooling and Servicing Agreement, the Class A-3 Certificates will be issued in book-entry form through the facilities of DTC in minimum
denominations of $10,000 initial Certificate Balance, and in integral multiples of $1 in excess thereof, with one Certificate of each
such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer
to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate
Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate
Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent of any of them, shall be affected by any notice to
the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


(i)          to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


(ii)        to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust
or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions
therein or to correct any error;


(iii)     to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency
with respect to such amendment;


(iv)    to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such
action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


(v)     to modify, eliminate or add to the provisions of Section 5.03(p) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of




    	 	A-3-6	 



     


    

the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any
of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified
Organization or a Disqualified Non-U.S. Tax Person;


(vi)      to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other
change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion
of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


(vii)   to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely
affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by
an Opinion of Counsel;


(viii)  to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing
Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to conform to such industry standard,
(b) such modification does not cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced
Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade,
withdrawal or qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


(ix)     to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from
each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice
of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


(x)      to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or


(xi)        to
modify, eliminate or add to any of its provisions in the event Regulation RR or any other regulations applicable to the risk retention
requirements for this securitization transaction are amended or




    	 	A-3-7	 



     


    

repealed, to the extent required to comply
with any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal,
in each case as evidenced by an Opinion of Counsel; provided that no such modification, elimination or addition may change in any
manner the rights or obligations of the Park West Village Third Party Purchaser under this Agreement or the related risk retention agreement
without the consent of the Park West Village Third Party Purchaser.


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any
Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor under any Mortgage Loan Purchase Agreement or otherwise
or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or
related guarantor or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment
shall:


(i)       reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Trust Subordinate Companion
Loan that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are
required to be distributed to a Companion Holder without the consent of such Companion Holder; or


(ii)      reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then outstanding or such Companion Holders, as applicable; or


(iii)     adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


(iv)    change in
any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller, related Additional
Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller,
related Additional Repurchase Obligor or related guarantor; or


(v)     amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect
to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor
Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing
Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of
the Trust Fund or any




    	 	A-3-8	 



     


    

Trust REMIC, or cause any Trust REMIC to fail
to qualify as a REMIC under the relevant provisions of the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may
be made that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any Intercreditor Agreement
or that otherwise materially and adversely affects the holder of a Companion Loan without the consent of the holder of the related Companion
Loan(s).


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order of priority,
at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of
the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion Loan and the Trust’s portion of each
REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans.


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class E Certificates are
no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master Servicer,
to exchange all of the outstanding Certificates (other than the Class R Certificates together with the payment or deemed payment of the
Termination Purchase Amount) for all of the Mortgage Loans, the Trust Subordinate Companion Loan and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


The obligations created by
the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust
due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


Unless the certificate of
authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans or Trust Subordinate Companion
Loan.


THIS CERTIFICATE AND THE
POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    	 	A-3-9	 



     


    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY,

                                                                NATIONAL ASSOCIATION, not in its

                                                                individual capacity but solely as Certificate

                                                                Registrar under the Pooling and Servicing

                                                                Agreement

	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





		Dated:	September 8, 2022



CERTIFICATE OF AUTHENTICATION


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





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, 
 NATIONAL ASSOCIATION, as

                                                                Authenticating Agent

	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





 




    	 	A-3-10	 



     


    

ABBREVIATIONS


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


 





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


 


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


 


 





FORM
OF TRANSFER


 


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


 







 



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


 







 



(Please
print or typewrite name and address of assignee)


 






 




 







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


 





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


 


 





	 	 
	SIGNATURE GUARANTEED	 


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


 




    	 	A-3-11	 



     


    

DISTRIBUTION INSTRUCTIONS


The assignee should include
the following for purposes of distribution:


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


 


 




    	 	A-3-12	 



     


    

 


EXHIBIT A-4


FORM OF CLASS A-4 CERTIFICATE


CLASS A-4


BBCMS MORTGAGE TRUST 2022-C17


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


SERIES 2022-C17, CLASS A-4


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGORS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE
INITIAL PURCHASERS, THE LOAN-SPECIFIC INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS NOR THE TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY
OR INSTRUMENTALITY OR PRIVATE INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


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


 


 



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






	2	Book-Entry Certificate legend.






 




    	 	A-4-1	 



     


    

THE PORTION OF THE CERTIFICATE BALANCE OF
THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE
PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE
ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION
OF THE POOLED PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH
BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.




    	 	A-4-2	 



     


    

 


	
    PASS-THROUGH RATE: 4.174000%

    DENOMINATION: $[      ]

    DATE OF POOLING AND SERVICING

    AGREEMENT: AS OF SEPTEMBER 1, 2022

    CUT-OFF DATE: AS SET FORTH IN THE

    POOLING AND SERVICING AGREEMENT
    (AS

    DEFINED HEREIN)

    CLOSING DATE: SEPTEMBER 8, 2022

    FIRST DISTRIBUTION DATE:

    OCTOBER 17, 2022

    APPROXIMATE AGGREGATE

    CERTIFICATE BALANCE

    OF THE CLASS A-4 CERTIFICATES

    AS OF THE CLOSING DATE: $196,458,000
	
    MASTER SERVICER: KEYBANK NATIONAL

    ASSOCIATION

    PARK WEST VILLAGE SPECIAL SERVICER:

    KEYBANK
    NATIONAL ASSOCIATION

    SPECIAL SERVICER: ARGENTIC SERVICES

    COMPANY LP

    TRUSTEE: WILMINGTON TRUST, NATIONAL

 ASSOCIATION

    CERTIFICATE ADMINISTRATOR:

    COMPUTERSHARE
    TRUST 

COMPANY, NATIONAL 

ASSOCIATION

    OPERATING
    Advisor: PENTALPHA

    SURVEILLANCE LLC

    ASSET REPRESENTATIONS REVIEWER:

    PENTALPHA
    SURVEILLANCE

    LLC

    CUSIP NO.: 054976AD7

    ISIN NO.: US054976AD77

    CERTIFICATE NO.: [A-4-1]

	 	 


 




    	 	A-4-3	 



     


    

CLASS A-4 CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and a separate
subordinate interest in one commercial mortgage loan (the “Trust Subordinate Companion Loan”), all payments on or collections
in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after the Cut-off Date, all REO Properties and revenues
received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or
other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loan and such amounts as shall from time to time
be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Park West Village Gain-on-Sale Reserve
Account, the Gain-on-Sale Reserve Account, the Park West Village Excess Collections Reserve Account and the REO Accounts, formed and sold
by


BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC


THIS CERTIFIES THAT CEDE & CO. is the registered
owner of the interest evidenced by this Certificate in the Class A-4 Certificates issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated and effective as of September 1, 2022 (the “Pooling and Servicing Agreement”), between
Barclays Commercial Mortgage Securities LLC (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing
Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned
thereto in the Pooling and Servicing Agreement.


This Certificate is one of
a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”)
and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of
the Class A-4 Certificates. The Certificates are designated as the BBCMS Mortgage Trust 2022-C17, Commercial Mortgage Pass-Through
Certificates, Series 2022-C17 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.


This Certificate does not
purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate
Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement,
to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents
and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified
in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”). Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on
or measured by income.


Pursuant to the terms of
the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered
as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented
by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class
of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable in the coin




    	 	A-4-4	 



     


    

or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private debts.


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating
to such Distribution Date at the Class A-4 Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal
to this Certificate’s pro rata share of the Pooled Available Funds to be distributed on the Certificates of this Class as
of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing
Agreement.


Realized Losses and certain
other amounts on the Mortgage Loans and the Trust Subordinate Companion Loan shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans and the Trust
Subordinate Companion Loan allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates
of such Class.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution
Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement
and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts)
will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments in accordance
with Section 3.06 of the Pooling and Servicing Agreement. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans, and the Trust
Subordinate Companion Loan and administration of the Trust.


All distributions under the
Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such
Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined
without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like
manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(l) of the Pooling and
Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation
in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall
not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact
the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject
to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(l) of the Pooling and Servicing Agreement.




    	 	A-4-5	 



     


    

As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the
Certificate Register only upon surrender of this Certificate for registration of Transfer at the office of the Certificate Registrar or
at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of
transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact
duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to
the designated transferee or transferees.


Subject to the terms of the
Pooling and Servicing Agreement, the Class A-4 Certificates will be issued in book-entry form through the facilities of DTC in minimum
denominations of $10,000 initial Certificate Balance, and in integral multiples of $1 in excess thereof, with one Certificate of each
such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer
to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate
Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate
Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent of any of them, shall be affected by any notice to
the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


(i)       to correct
any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision of the Pooling
and Servicing Agreement;


(ii)      to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust
or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions
therein or to correct any error;


(iii)     to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency
with respect to such amendment;


(iv)    to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such
action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;




    	 	A-4-6	 



     


    

(v)     to modify, eliminate or add to the provisions of Section 5.03(p) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other
than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified
Non-U.S. Tax Person;


(vi)    to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion
of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


(vii)   to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely
affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by
an Opinion of Counsel;


(viii)  to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing
Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to conform to such industry standard,
(b) such modification does not cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced
Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade,
withdrawal or qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


(ix)     to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from
each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice
of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


(x)      to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or




    	 	A-4-7	 



     


    

(xi)     to modify, eliminate or add to any of its provisions in the event Regulation RR or any other regulations applicable to the risk
retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment
or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal, in each case as evidenced
by an Opinion of Counsel; provided that no such modification, elimination or addition may change in any manner the rights or obligations
of the Park West Village Third Party Purchaser under this Agreement or the related risk retention agreement without the consent of the
Park West Village Third Party Purchaser.


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any
Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor under any Mortgage Loan Purchase Agreement or otherwise
or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or
related guarantor or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment
shall:


(i)       reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Trust Subordinate Companion
Loan that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are
required to be distributed to a Companion Holder without the consent of such Companion Holder; or


(ii)      reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then outstanding or such Companion Holders, as applicable; or


(iii)     adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


(iv)    change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller,
related Additional Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise or change any rights
of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller, related Additional Repurchase Obligor or related guarantor; or


(v)     amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect
to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor
Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing
Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate




    	 	A-4-8	 



     


    

Administrator, the Operating Advisor, the Asset
Representations Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on
any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions
of the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically required
to be included in the Pooling and Servicing Agreement by any Intercreditor Agreement or that otherwise materially and adversely affects
the holder of a Companion Loan without the consent of the holder of the related Companion Loan(s).


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order of priority,
at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of
the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion Loan and the Trust’s portion of each
REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans.


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class E Certificates are
no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master Servicer,
to exchange all of the outstanding Certificates (other than the Class R Certificates together with the payment or deemed payment of the
Termination Purchase Amount) for all of the Mortgage Loans, the Trust Subordinate Companion Loan and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


The obligations created by
the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust
due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


Unless the certificate of
authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans or Trust Subordinate Companion
Loan.


THIS CERTIFICATE AND THE
POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    	 	A-4-9	 



     


    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY,

                                                                NATIONAL ASSOCIATION, not in its

                                                                individual capacity but solely as Certificate

                                                                Registrar under the Pooling and Servicing

                                                                Agreement

	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





		Dated:	September 8, 2022



CERTIFICATE OF AUTHENTICATION


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





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, 
 NATIONAL ASSOCIATION, as

                                                                Authenticating Agent

	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY






    	 	A-4-10	 



     


    

ABBREVIATIONS


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


 





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


 


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


 


 





FORM
OF TRANSFER


 


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


 







 



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


 







 



(Please
print or typewrite name and address of assignee)


 






 




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


 


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





 


       


	 	 
	SIGNATURE GUARANTEED	 





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


 




    	 	A-4-11	 



     


    

DISTRIBUTION INSTRUCTIONS


The assignee should include
the following for purposes of distribution:


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


 


 




    	 	A-4-12	 



     


    

EXHIBIT A-5


FORM OF CLASS A-5 CERTIFICATE


CLASS A-5


BBCMS MORTGAGE TRUST 2022-C17


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


SERIES 2022-C17, CLASS A-5


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGORS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE
INITIAL PURCHASERS, THE LOAN-SPECIFIC INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS NOR THE TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY
OR INSTRUMENTALITY OR PRIVATE INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


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


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND
THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE





 






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



	2	Book-Entry Certificate legend.






 




    	 	A-5-1	 



     


    

AND WILL BE INCREASED BY RECOVERIES ON
THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS
ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE POOLED PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE
OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE
BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.


 




    	 	A-5-2	 



     


    

 


	
    PASS-THROUGH RATE: 4.441000%

    DENOMINATION: $[      ]

    DATE OF POOLING AND SERVICING

    AGREEMENT: AS OF SEPTEMBER 1, 2022

    CUT-OFF DATE: AS SET FORTH IN THE

    POOLING AND SERVICING AGREEMENT
    (AS

    DEFINED HEREIN)

    CLOSING DATE: SEPTEMBER 8, 2022

    FIRST DISTRIBUTION DATE:

    OCTOBER 17, 2022

    APPROXIMATE AGGREGATE

    CERTIFICATE BALANCE

    OF THE CLASS A-5 CERTIFICATES

    AS OF THE CLOSING DATE: $314,842,000
	
    MASTER SERVICER: KEYBANK NATIONAL

    ASSOCIATION

    PARK WEST VILLAGE SPECIAL SERVICER:

    KEYBANK
    NATIONAL ASSOCIATION

    SPECIAL SERVICER: ARGENTIC SERVICES

    COMPANY LP

    TRUSTEE: WILMINGTON TRUST, NATIONAL

    ASSOCIATION

    CERTIFICATE ADMINISTRATOR:

    COMPUTERSHARE
    TRUST

    COMPANY, NATIONAL

    ASSOCIATION

    OPERATING
    Advisor: PENTALPHA SURVEILLANCE LLC

    ASSET REPRESENTATIONS REVIEWER:

    PENTALPHA
    SURVEILLANCE

    LLC

    CUSIP NO.: 054976AE5

    ISIN NO.: US054976AE50

    CERTIFICATE NO.: [A-5-1]

	 	 


 




    	 	A-5-3	 



     


    

CLASS A-5 CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and a separate
subordinate interest in one commercial mortgage loan (the “Trust Subordinate Companion Loan”), all payments on or collections
in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after the Cut-off Date, all REO Properties and revenues
received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or
other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loan and such amounts as shall from time to time
be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Park West Village Gain-on-Sale Reserve
Account, the Gain-on-Sale Reserve Account, the Park West Village Excess Collections Reserve Account and the REO Accounts, formed and sold
by


BARCLAYS COMMERCIAL MORTGAGE SECURITIES
LLC


THIS CERTIFIES THAT CEDE & CO. is the registered
owner of the interest evidenced by this Certificate in the Class A-5 Certificates issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated and effective as of September 1, 2022 (the “Pooling and Servicing Agreement”), between
Barclays Commercial Mortgage Securities LLC (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing
Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned
thereto in the Pooling and Servicing Agreement.


This Certificate is one of
a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”)
and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of
the Class A-5 Certificates. The Certificates are designated as the BBCMS Mortgage Trust 2022-C17, Commercial Mortgage Pass-Through Certificates,
Series 2022-C17 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will
evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.


This Certificate does not
purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate
Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement,
to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents
and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified
in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”). Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on
or measured by income.


Pursuant to the terms of
the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered
as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented
by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class
of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private debts.




    	 	A-5-4	 



     


    

Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating
to such Distribution Date at the Class A-5 Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal
to this Certificate’s pro rata share of the Pooled Available Funds to be distributed on the Certificates of this Class as
of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing
Agreement.


Realized Losses and certain
other amounts on the Mortgage Loans and the Trust Subordinate Companion Loan shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans and the Trust
Subordinate Companion Loan allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates
of such Class.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution
Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement
and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts)
will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments in accordance
with Section 3.06 of the Pooling and Servicing Agreement. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans, and the Trust
Subordinate Companion Loan and administration of the Trust.


All distributions under the
Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such
Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined
without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like
manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(l) of the Pooling and
Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation
in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall
not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact
the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject
to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(l) of the Pooling and Servicing Agreement.


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the
Certificate Register only upon surrender of this Certificate




    	 	A-5-5	 



     


    

for registration of Transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


Subject to the terms of the
Pooling and Servicing Agreement, the Class A-5 Certificates will be issued in book-entry form through the facilities of DTC in minimum
denominations of $10,000 initial Certificate Balance, and in integral multiples of $1 in excess thereof, with one Certificate of each
such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer
to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate
Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate
Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent of any of them, shall be affected by any notice to
the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


(i)       to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error
in any provision of the Pooling and Servicing Agreement;


(ii)      to cause
the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements made in the
Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or the Pooling
and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions therein
or to correct any error;


(iii)     to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency
with respect to such amendment;


(iv)    to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such
action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


(v)     to modify, eliminate or add to the provisions of Section 5.03(p) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of




    	 	A-5-6	 



     


    

the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any
of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified
Organization or a Disqualified Non-U.S. Tax Person;


(vi)    to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion
of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


(vii)   to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely
affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by
an Opinion of Counsel;


(viii)  to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing
Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to conform to such industry standard,
(b) such modification does not cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced
Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade,
withdrawal or qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


(ix)     to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from
each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice
of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


(x)      to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or


(xi)     to modify, eliminate or add to any of its provisions in the event Regulation RR or any other regulations applicable to the risk
retention requirements for this securitization transaction are amended or




    	 	A-5-7	 



     


    

repealed, to the extent required to comply
with any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal,
in each case as evidenced by an Opinion of Counsel; provided that no such modification, elimination or addition may change in any
manner the rights or obligations of the Park West Village Third Party Purchaser under this Agreement or the related risk retention agreement
without the consent of the Park West Village Third Party Purchaser.


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any
Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor under any Mortgage Loan Purchase Agreement or otherwise
or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or
related guarantor or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment
shall:


(i)       reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Trust Subordinate Companion
Loan that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are
required to be distributed to a Companion Holder without the consent of such Companion Holder; or


(ii)      reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then outstanding or such Companion Holders, as applicable; or


(iii)     adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


(iv)    change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller,
related Additional Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise or change any rights
of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller, related Additional Repurchase Obligor or related guarantor; or


(v)     amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect
to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor
Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing
Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of
the Trust Fund or any




    	 	A-5-8	 



     


    

Trust REMIC, or cause any Trust REMIC to fail
to qualify as a REMIC under the relevant provisions of the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may
be made that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any Intercreditor Agreement
or that otherwise materially and adversely affects the holder of a Companion Loan without the consent of the holder of the related Companion
Loan(s).


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order of priority,
at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of
the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion Loan and the Trust’s portion of each
REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans.


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class E Certificates are
no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master Servicer,
to exchange all of the outstanding Certificates (other than the Class R Certificates together with the payment or deemed payment of the
Termination Purchase Amount) for all of the Mortgage Loans, the Trust Subordinate Companion Loan and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


The obligations created by
the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust
due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


Unless the certificate of
authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans or Trust Subordinate Companion
Loan.


THIS CERTIFICATE AND THE
POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    	 	A-5-9	 



     


    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY,

                                                                NATIONAL ASSOCIATION, not in its

                                                                individual capacity but solely as Certificate

                                                                Registrar under the Pooling and Servicing

                                                                Agreement

	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





		Dated:	September 8, 2022



CERTIFICATE OF AUTHENTICATION


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





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, 
 NATIONAL ASSOCIATION, as

                                                                Authenticating Agent

	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





 




    	 	A-5-10	 



     


    

ABBREVIATIONS


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


 


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





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


 


 





FORM
OF TRANSFER


 


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


 







 



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


 







 



(Please
print or typewrite name and address of assignee)


 






 




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


 


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





 





	 	 
	SIGNATURE GUARANTEED	 


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


 




    	 	A-5-11	 



     


    

DISTRIBUTION INSTRUCTIONS


The assignee should include
the following for purposes of distribution:


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


 




    	 	A-5-12	 



     


    

EXHIBIT A-6


FORM OF CLASS A-SB CERTIFICATE


CLASS A-SB


BBCMS MORTGAGE TRUST 2022-C17


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


SERIES 2022-C17, CLASS A-SB


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGORS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE
INITIAL PURCHASERS, THE LOAN-SPECIFIC INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS NOR THE TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY
OR INSTRUMENTALITY OR PRIVATE INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


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


THE PORTION OF THE CERTIFICATE BALANCE OF
THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE
PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE





 






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



	2	Book-Entry Certificate legend.






 




    	 	A-6-1	 



     


    

AND WILL BE INCREASED BY RECOVERIES ON
THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS
ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE POOLED PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE
OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE
BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.


 




    	 	A-6-2	 



     


    

 


	
    PASS-THROUGH RATE: 4.543000%

    DENOMINATION: $[      ]

    DATE OF POOLING AND SERVICING

    AGREEMENT: AS OF SEPTEMBER 1, 2022

    CUT-OFF DATE: AS SET FORTH IN THE

    POOLING AND SERVICING AGREEMENT
    (AS

    DEFINED HEREIN)

    CLOSING DATE: SEPTEMBER 8, 2022

    FIRST DISTRIBUTION DATE:

    OCTOBER 17, 2022

    APPROXIMATE AGGREGATE

    CERTIFICATE BALANCE

    OF THE CLASS A-SB CERTIFICATES

    AS OF THE CLOSING DATE: $17,866,000
	
    MASTER SERVICER: KEYBANK NATIONAL

    ASSOCIATION

    SPECIAL SERVICER: ARGENTIC SERVICES

    COMPANY LP

    PARK WEST VILLAGE SPECIAL SERVICER:

    KEYBANK
    NATIONAL ASSOCIATION

    TRUSTEE: WILMINGTON TRUST, NATIONAL

    ASSOCIATION

    CERTIFICATE ADMINISTRATOR:

    COMPUTERSHARE
    TRUST

    COMPANY, NATIONAL

    ASSOCIATION

    OPERATING
    Advisor: PENTALPHA

    SURVEILLANCE LLC

    ASSET REPRESENTATIONS REVIEWER:

    PENTALPHA
    SURVEILLANCE

    LLC

    CUSIP NO.: 054976AF2

    ISIN NO.: US054976AF26

    CERTIFICATE NO.: [A-SB-1]

	 	 


 




    	 	A-6-3	 



     


    

CLASS A-SB CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and a separate
subordinate interest in one commercial mortgage loan (the “Trust Subordinate Companion Loan”), all payments on or collections
in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after the Cut-off Date, all REO Properties and revenues
received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or
other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loan and such amounts as shall from time to time
be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Park West Village Gain-on-Sale Reserve
Account, the Gain-on-Sale Reserve Account, the Park West Village Excess Collections Reserve Account and the REO Accounts, formed and sold
by


BARCLAYS COMMERCIAL MORTGAGE SECURITIES
LLC


THIS CERTIFIES THAT CEDE & CO. is the registered
owner of the interest evidenced by this Certificate in the Class A-SB Certificates issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated and effective as of September 1, 2022 (the “Pooling and Servicing Agreement”), between
Barclays Commercial Mortgage Securities LLC (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing
Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned
thereto in the Pooling and Servicing Agreement.


This Certificate is one of
a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”)
and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of
the Class A-SB Certificates. The Certificates are designated as the BBCMS Mortgage Trust 2022-C17, Commercial Mortgage Pass-Through Certificates,
Series 2022-C17 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will
evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.


This Certificate does not
purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate
Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement,
to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents
and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified
in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”). Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on
or measured by income.


Pursuant to the terms of
the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered
as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented
by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class
of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private debts.




    	 	A-6-4	 



     


    

Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating
to such Distribution Date at the Class A-SB Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal
to this Certificate’s pro rata share of the Pooled Available Funds to be distributed on the Certificates of this Class as
of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing
Agreement.


Realized Losses and certain
other amounts on the Mortgage Loans and the Trust Subordinate Companion Loan shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans and the Trust
Subordinate Companion Loan allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates
of such Class.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution
Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement
and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts)
will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments in accordance
with Section 3.06 of the Pooling and Servicing Agreement. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans, and the Trust
Subordinate Companion Loan and administration of the Trust.


All distributions under the
Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such
Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined
without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like
manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(l) of the Pooling and
Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation
in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall
not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact
the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject
to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(l) of the Pooling and Servicing Agreement.


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the
Certificate Register only upon surrender of this Certificate




    	 	A-6-5	 



     


    

for registration of Transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


Subject to the terms of the
Pooling and Servicing Agreement, the Class A-SB Certificates will be issued in book-entry form through the facilities of DTC in minimum
denominations of $10,000 initial Certificate Balance, and in integral multiples of $1 in excess thereof, with one Certificate of each
such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer
to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate
Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate
Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent of any of them, shall be affected by any notice to
the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


(i)          to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


(ii)      to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust
or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions
therein or to correct any error;


(iii)     to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency
with respect to such amendment;


(iv)    to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such
action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


(v)     to modify, eliminate or add to the provisions of Section 5.03(p) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of




    	 	A-6-6	 



     


    

the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any
of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified
Organization or a Disqualified Non-U.S. Tax Person;


(vi)    to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion
of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


(vii)   to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely
affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by
an Opinion of Counsel;


(viii)  to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing
Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to conform to such industry standard,
(b) such modification does not cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced
Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade,
withdrawal or qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


(ix)     to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from
each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice
of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


(x)      to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or


(xi)     to modify, eliminate or add to any of its provisions in the event Regulation RR or any other regulations applicable to the risk
retention requirements for this securitization transaction are amended or




    	 	A-6-7	 



     


    

repealed, to the extent required to comply
with any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal,
in each case as evidenced by an Opinion of Counsel; provided that no such modification, elimination or addition may change in any
manner the rights or obligations of the Park West Village Third Party Purchaser under this Agreement or the related risk retention agreement
without the consent of the Park West Village Third Party Purchaser.


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any
Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor under any Mortgage Loan Purchase Agreement or otherwise
or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or
related guarantor or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment
shall:


(i)       reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Trust Subordinate Companion
Loan that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are
required to be distributed to a Companion Holder without the consent of such Companion Holder; or


(ii)      reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then outstanding or such Companion Holders, as applicable; or


(iii)     adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


(iv)    change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller,
related Additional Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise or change any rights
of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller, related Additional Repurchase Obligor or related guarantor; or


(v)     amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect
to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor
Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing
Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of
the Trust Fund or any




    	 	A-6-8	 



     


    

Trust REMIC, or cause any Trust REMIC to fail
to qualify as a REMIC under the relevant provisions of the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may
be made that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any Intercreditor Agreement
or that otherwise materially and adversely affects the holder of a Companion Loan without the consent of the holder of the related Companion
Loan(s).


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order of priority,
at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of
the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion Loan and the Trust’s portion of each
REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans.


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class E Certificates are
no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master Servicer,
to exchange all of the outstanding Certificates (other than the Class R Certificates together with the payment or deemed payment of the
Termination Purchase Amount) for all of the Mortgage Loans, the Trust Subordinate Companion Loan and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


The obligations created by
the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust
due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


Unless the certificate of
authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans or Trust Subordinate Companion
Loan.


THIS CERTIFICATE AND THE
POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    	 	A-6-9	 



     


    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY,

                                                                NATIONAL ASSOCIATION, not in its

                                                                individual capacity but solely as Certificate

                                                                Registrar under the Pooling and Servicing

                                                                Agreement

	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





		Dated:	September 8, 2022



CERTIFICATE OF AUTHENTICATION


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





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, 
 NATIONAL ASSOCIATION, as

                                                                Authenticating Agent

	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





 




    	 	A-6-10	 



     


    

ABBREVIATIONS


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


 





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


 


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


 


 







FORM
OF TRANSFER


 


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


 







 



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


 







 



(Please
print or typewrite name and address of assignee)


 






 









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


 


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





 





	 	 
	SIGNATURE GUARANTEED	 


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


 




    	 	A-6-11	 



     


    

DISTRIBUTION INSTRUCTIONS


The assignee should include
the following for purposes of distribution:


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


 




    	 	A-6-12	 



     


    

 


EXHIBIT A-7


FORM OF CLASS X-A CERTIFICATE


CLASS X-A


BBCMS MORTGAGE TRUST 2022-C17


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


SERIES 2022-C17, CLASS X-A


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGORS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE
INITIAL PURCHASERS, THE LOAN-SPECIFIC INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS NOR THE TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY
OR INSTRUMENTALITY OR PRIVATE INSURER.


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


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4,
CLASS A-5 AND CLASS A-SB CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL
AMOUNT SET FORTH BELOW.


 


 






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




	2	Book-Entry Certificate legend.




 




    	 	A-7-1	 



     


    

THE NOTIONAL AMOUNT ON WHICH THE INTEREST
PAYABLE TO THE HOLDERS OF THE CLASS X-A CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND LOSSES ON THE MORTGAGE
LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.


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


 




    	 	A-7-2	 



     


    

 


	
    PASS-THROUGH RATE: VARIABLE IN

    ACCORDANCE WITH THE POOLING AND

    SERVICING
    AGREEMENT

    DENOMINATION: $[    ]

    DATE OF POOLING AND SERVICING

    AGREEMENT: AS OF SEPTEMBER 1, 2022

    CUT-OFF DATE: AS SET FORTH IN THE

    POOLING AND SERVICING AGREEMENT
    (AS

    DEFINED HEREIN)

    CLOSING DATE: SEPTEMBER 8, 2022

    FIRST DISTRIBUTION DATE:

    OCTOBER 17, 2022

    APPROXIMATE AGGREGATE NOTIONAL

    AMOUNT OF THE CLASS X-A CERTIFICATES

    AS OF THE CLOSING DATE: $635,502,000
	
    MASTER SERVICER: KEYBANK NATIONAL

    ASSOCIATION

    SPECIAL SERVICER: ARGENTIC SERVICES

    COMPANY LP

    PARK WEST VILLAGE SPECIAL SERVICER:

    KEYBANK
    NATIONAL ASSOCIATION

    TRUSTEE: WILMINGTON TRUST, NATIONAL

    ASSOCIATION

    CERTIFICATE ADMINISTRATOR: COMPUTERSHARE

    TRUST COMPANY, NATIONAL

    ASSOCIATION

    OPERATING
    Advisor: PENTALPHA SURVEILLANCE

    LLC

    ASSET REPRESENTATIONS REVIEWER: PENTALPHA

    SURVEILLANCE LLC

    CUSIP NO.: 054976AG0

    ISIN NO.: US054976AG09

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



 




    	 	A-7-3	 



     


    

CLASS X-A CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and a separate
subordinate interest in one commercial mortgage loan (the “Trust Subordinate Companion Loan”), all payments on or collections
in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after the Cut-off Date, all REO Properties and revenues
received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or
other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loan and such amounts as shall from time to time
be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Park West Village Gain-on-Sale Reserve
Account, the Gain-on-Sale Reserve Account, the Park West Village Excess Collections Reserve Account and the REO Accounts, formed and sold
by


BARCLAYS COMMERCIAL MORTGAGE SECURITIES
LLC


THIS CERTIFIES THAT CEDE & CO. is the registered
owner of the interest evidenced by this Certificate in the Class X-A Certificates issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated and effective as of September 1, 2022 (the “Pooling and Servicing Agreement”), between
Barclays Commercial Mortgage Securities LLC (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing
Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned
thereto in the Pooling and Servicing Agreement.


This Certificate is one of
a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”)
and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Notional Amount of the
Class X-A Certificates. The Certificates are designated as the BBCMS Mortgage Trust 2022-C17, Commercial Mortgage Pass-Through Certificates,
Series 2022-C17 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will
evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.


This Certificate does not
purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate
Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement,
to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents
and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified
in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”). Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on
or measured by income.


Pursuant to the terms of
the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered
as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented
by this Certificate) of that portion of the aggregate amount of interest then distributable, if any, allocable to the Class of Certificates
of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.
Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing
Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time
of payment is legal tender for the payment of public and private debts.




    	 	A-7-4	 



     


    

Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating
to such Distribution Date at the Class X-A Pass-Through Rate specified above on the Notional Amount of this Certificate immediately prior
to each Distribution Date. Interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s
pro rata share of the Pooled Available Funds to be distributed on the Certificates of this Class as of such Distribution Date,
with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


Realized Losses and certain
other amounts on the Mortgage Loans and the Trust Subordinate Companion Loan shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans and the Trust
Subordinate Companion Loan allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates
of such Class.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution
Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement
and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts)
will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments in accordance
with Section 3.06 of the Pooling and Servicing Agreement. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans, and the Trust
Subordinate Companion Loan and administration of the Trust.


All distributions under the
Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such
Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined
without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like
manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(l) of the Pooling and
Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation
in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall
not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact
the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject
to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(l) of the Pooling and Servicing Agreement.


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the
Certificate Register only upon surrender of this Certificate




    	 	A-7-5	 



     


    

for registration of Transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


Subject to the terms of the
Pooling and Servicing Agreement, the Class X-A Certificates will be issued in book-entry form through the facilities of DTC in minimum
denominations of $1,000,000 initial Notional Amount, and in integral multiples of $1 in excess thereof, with one Certificate of each such
Class evidencing an additional amount equal to the remainder of the initial Notional Amount of such Class.


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer
to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate
Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate
Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent of any of them, shall be affected by any notice to
the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


(i)       to correct
any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision of the Pooling
and Servicing Agreement;


(ii)      to cause
the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements made in the
Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or the Pooling
and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions therein
or to correct any error;


(iii)     to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency
with respect to such amendment;


(iv)    to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such
action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


(v)     to modify, eliminate or add to the provisions of Section 5.03(p) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of




    	 	A-7-6	 



     


    

the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any
of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified
Organization or a Disqualified Non-U.S. Tax Person;


(vi)      to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion
of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


(vii)   to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely
affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by
an Opinion of Counsel;


(viii)   to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing
Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to conform to such industry standard,
(b) such modification does not cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced
Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade,
withdrawal or qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


(ix)     to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from
each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice
of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


(x)      to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or


(xi)     to modify, eliminate or add to any of its provisions in the event Regulation RR or any other regulations applicable to the risk
retention requirements for this securitization transaction are amended or




    	 	A-7-7	 



     


    

repealed, to the extent required to comply
with any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal,
in each case as evidenced by an Opinion of Counsel; provided that no such modification, elimination or addition may change in any
manner the rights or obligations of the Park West Village Third Party Purchaser under this Agreement or the related risk retention agreement
without the consent of the Park West Village Third Party Purchaser.


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any
Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor under any Mortgage Loan Purchase Agreement or otherwise
or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or
related guarantor or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment
shall:


(i)       reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Trust Subordinate Companion
Loan that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are
required to be distributed to a Companion Holder without the consent of such Companion Holder; or


(ii)      reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then outstanding or such Companion Holders, as applicable; or


(iii)     adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


(iv)    change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller,
related Additional Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise or change any rights
of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller, related Additional Repurchase Obligor or related guarantor; or


(v)     amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect
to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor
Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing
Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of
the Trust Fund or any




    	 	A-7-8	 



     


    

Trust REMIC, or cause any Trust REMIC to fail
to qualify as a REMIC under the relevant provisions of the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may
be made that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any Intercreditor Agreement
or that otherwise materially and adversely affects the holder of a Companion Loan without the consent of the holder of the related Companion
Loan(s).


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order of priority,
at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of
the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion Loan and the Trust’s portion of each
REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans.


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class E Certificates are
no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master Servicer,
to exchange all of the outstanding Certificates (other than the Class R Certificates together with the payment or deemed payment of the
Termination Purchase Amount) for all of the Mortgage Loans, the Trust Subordinate Companion Loan and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


The obligations created by
the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust
due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


Unless the certificate of
authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans or Trust Subordinate Companion
Loan.


THIS CERTIFICATE AND THE
POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    	 	A-7-9	 



     


    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY,

                                                                NATIONAL ASSOCIATION, not in its

                                                                individual capacity but solely as Certificate

                                                                Registrar under the Pooling and Servicing

                                                                Agreement

	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





		Dated:	September 8, 2022



CERTIFICATE OF AUTHENTICATION


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





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, 
 NATIONAL ASSOCIATION, as

                                                                Authenticating Agent

	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





 




    	 	A-7-10	 



     


    

ABBREVIATIONS


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


 





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


 


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


 


 


FORM
OF TRANSFER


 


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


 







 



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


 







 



(Please
print or typewrite name and address of assignee)


 






 









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


 





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


 


 





	 	 
	SIGNATURE GUARANTEED	 


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


 




    	 	A-7-11	 



     


    

DISTRIBUTION INSTRUCTIONS


The assignee should include
the following for purposes of distribution:


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


 




    	 	A-7-12	 



     


    

EXHIBIT A-8


FORM OF CLASS X-B CERTIFICATE


CLASS X-B


BBCMS MORTGAGE TRUST 2022-C17


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


SERIES 2022-C17, CLASS X-B


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGORS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE
INITIAL PURCHASERS, THE LOAN-SPECIFIC INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS NOR THE TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY
OR INSTRUMENTALITY OR PRIVATE INSURER.


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


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-S, CLASS B AND CLASS C CERTIFICATES.
ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


THE NOTIONAL AMOUNT ON WHICH THE INTEREST
PAYABLE TO THE HOLDERS OF THE CLASS X-B CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL





 






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




	2	Book-Entry Certificate legend.









    	 	A-8-1	 



     


    

PAYMENTS AND LOSSES ON THE MORTGAGE LOANS.
ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.


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


 




    	 	A-8-2	 



     


    

 


	
    PASS-THROUGH RATE: VARIABLE IN

    ACCORDANCE WITH THE POOLING AND

    SERVICING
    AGREEMENT

    DENOMINATION: $[      ]

    DATE OF POOLING AND SERVICING

    AGREEMENT: AS OF SEPTEMBER 1, 2022

    CUT-OFF DATE: AS SET FORTH IN THE

    POOLING AND SERVICING AGREEMENT
    (AS

    DEFINED HEREIN)

    CLOSING DATE: SEPTEMBER 8, 2022

    FIRST DISTRIBUTION DATE:

    OCTOBER 17, 2022

    APPROXIMATE AGGREGATE NOTIONAL

    AMOUNT OF THE CLASS X-B CERTIFICATES

    AS OF THE CLOSING DATE: $169,688,000
	
    MASTER SERVICER: KEYBANK NATIONAL

    ASSOCIATION

    SPECIAL SERVICER: ARGENTIC SERVICES

    COMPANY LP

    PARK WEST VILLAGE SPECIAL SERVICER:

    KEYBANK
    NATIONAL ASSOCIATION

    TRUSTEE: WILMINGTON TRUST, NATIONAL

    ASSOCIATION

    CERTIFICATE ADMINISTRATOR: COMPUTERSHARE

    TRUST COMPANY, NATIONAL

    ASSOCIATION

    OPERATING
    Advisor: PENTALPHA SURVEILLANCE

    LLC

    ASSET REPRESENTATIONS REVIEWER: PENTALPHA

    SURVEILLANCE LLC

    CUSIP NO.: 054976AH8

    ISIN NO.: US054976AH81

    CERTIFICATE NO.: [X-B-1]



 




    	 	A-8-3	 



     


    

CLASS X-B CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and a separate
subordinate interest in one commercial mortgage loan (the “Trust Subordinate Companion Loan”), all payments on or collections
in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after the Cut-off Date, all REO Properties and revenues
received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or
other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loan and such amounts as shall from time to time
be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Park West Village Gain-on-Sale Reserve
Account, the Gain-on-Sale Reserve Account, the Park West Village Excess Collections Reserve Account and the REO Accounts, formed and sold
by


BARCLAYS COMMERCIAL MORTGAGE SECURITIES
LLC


THIS CERTIFIES THAT CEDE & CO. is the registered
owner of the interest evidenced by this Certificate in the Class X-B Certificates issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated and effective as of September 1, 2022 (the “Pooling and Servicing Agreement”), between
Barclays Commercial Mortgage Securities LLC (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing
Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned
thereto in the Pooling and Servicing Agreement.


This Certificate is one of
a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”)
and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Notional Amount of the
Class X-B Certificates. The Certificates are designated as the BBCMS Mortgage Trust 2022-C17, Commercial Mortgage Pass-Through Certificates,
Series 2022-C17 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will
evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.


This Certificate does not
purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate
Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement,
to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents
and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified
in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”). Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on
or measured by income.


Pursuant to the terms of
the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered
as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented
by this Certificate) of that portion of the aggregate amount of interest then distributable, if any, allocable to the Class of Certificates
of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.
Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing
Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time
of payment is legal tender for the payment of public and private debts.




    	 	A-8-4	 



     


    

Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating
to such Distribution Date at the Class X-B Pass-Through Rate specified above on the Notional Amount of this Certificate immediately prior
to each Distribution Date. Interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s
pro rata share of the Pooled Available Funds to be distributed on the Certificates of this Class as of such Distribution Date,
with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


Realized Losses and certain
other amounts on the Mortgage Loans and the Trust Subordinate Companion Loan shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans and the Trust
Subordinate Companion Loan allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates
of such Class.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution
Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement
and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts)
will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments in accordance
with Section 3.06 of the Pooling and Servicing Agreement. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans, and the Trust
Subordinate Companion Loan and administration of the Trust.


All distributions under the
Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such
Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined
without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like
manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(l) of the Pooling and
Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation
in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall
not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact
the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject
to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(l) of the Pooling and Servicing Agreement.


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the
Certificate Register only upon surrender of this Certificate




    	 	A-8-5	 



     


    

for registration of Transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


Subject to the terms of the
Pooling and Servicing Agreement, the Class X-B Certificates will be issued in book-entry form through the facilities of DTC in minimum
denominations of $1,000,000 initial Notional Amount, and in integral multiples of $1 in excess thereof, with one Certificate of each such
Class evidencing an additional amount equal to the remainder of the initial Notional Amount of such Class.


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer
to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate
Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate
Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent of any of them, shall be affected by any notice to
the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


(i)       to correct
any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision of the Pooling
and Servicing Agreement;


(ii)        to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust
or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions
therein or to correct any error;


(iii)     to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency
with respect to such amendment;


(iv)    to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such
action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


(v)     to modify, eliminate or add to the provisions of Section 5.03(p) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of




    	 	A-8-6	 



     


    

the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any
of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified
Organization or a Disqualified Non-U.S. Tax Person;


(vi)    to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion
of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


(vii)   to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely
affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by
an Opinion of Counsel;


(viii)  to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing
Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to conform to such industry standard,
(b) such modification does not cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced
Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade,
withdrawal or qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


(ix)     to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from
each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice
of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


(x)      to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or


(xi)     to modify, eliminate or add to any of its provisions in the event Regulation RR or any other regulations applicable to the risk
retention requirements for this securitization transaction are amended or




    	 	A-8-7	 



     


    

repealed, to the extent required to comply
with any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal,
in each case as evidenced by an Opinion of Counsel; provided that no such modification, elimination or addition may change in any
manner the rights or obligations of the Park West Village Third Party Purchaser under this Agreement or the related risk retention agreement
without the consent of the Park West Village Third Party Purchaser.


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any
Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor under any Mortgage Loan Purchase Agreement or otherwise
or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or
related guarantor or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment
shall:


(i)       reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Trust Subordinate Companion
Loan that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are
required to be distributed to a Companion Holder without the consent of such Companion Holder; or


(ii)      reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then outstanding or such Companion Holders, as applicable; or


(iii)     adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


(iv)    change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller,
related Additional Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise or change any rights
of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller, related Additional Repurchase Obligor or related guarantor; or


(v)     amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect
to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor
Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing
Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of
the Trust Fund or any




    	 	A-8-8	 



     


    

Trust REMIC, or cause any Trust REMIC to fail
to qualify as a REMIC under the relevant provisions of the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may
be made that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any Intercreditor Agreement
or that otherwise materially and adversely affects the holder of a Companion Loan without the consent of the holder of the related Companion
Loan(s).


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order of priority,
at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of
the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion Loan and the Trust’s portion of each
REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans.


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class E Certificates are
no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master Servicer,
to exchange all of the outstanding Certificates (other than the Class R Certificates together with the payment or deemed payment of the
Termination Purchase Amount) for all of the Mortgage Loans, the Trust Subordinate Companion Loan and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


The obligations created by
the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust
due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


Unless the certificate of
authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans or Trust Subordinate Companion
Loan.


THIS CERTIFICATE AND THE
POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    	 	A-8-9	 



     


    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY,

                                                                NATIONAL ASSOCIATION, not in its

                                                                individual capacity but solely as Certificate

                                                                Registrar under the Pooling and Servicing

                                                                Agreement

	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





		Dated:	September 8, 2022



CERTIFICATE OF AUTHENTICATION


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





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, 
 NATIONAL ASSOCIATION, as

                                                                Authenticating Agent

	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





 




    	 	A-8-10	 



     


    

ABBREVIATIONS


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


 





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


 


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


 


 





FORM
OF TRANSFER


 


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


 







 



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


 







 



(Please
print or typewrite name and address of assignee)


 






 









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


 


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





 





	 	 
	SIGNATURE GUARANTEED	 





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


 




    	 	A-8-11	 



     


    

DISTRIBUTION INSTRUCTIONS


The assignee should include
the following for purposes of distribution:


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


 




    	 	A-8-12	 



     


    

EXHIBIT A-9


FORM OF CLASS A-S CERTIFICATE


CLASS A-S


BBCMS MORTGAGE TRUST 2022-C17


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


SERIES 2022-C17, CLASS A-S


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGORS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE
INITIAL PURCHASERS, THE LOAN-SPECIFIC INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS NOR THE TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY
OR INSTRUMENTALITY OR PRIVATE INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


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


THE PORTION OF THE CERTIFICATE BALANCE OF
THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE
PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE





 






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




	2	Book-Entry Certificate legend.




 




    	 	A-9-1	 



     


    

AND WILL BE INCREASED BY RECOVERIES ON
THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS
ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE POOLED PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE
OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE
BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.


THIS CERTIFICATE IS SUBORDINATED TO THE
CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-D AND CLASS X-F CERTIFICATES AS AND TO
THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 




    	 	A-9-2	 



     


    

 


	
    PASS-THROUGH RATE: VARIABLE IN

    ACCORDANCE WITH THE POOLING AND SERVICING

    AGREEMENT

    DENOMINATION: $[      ]

    DATE OF POOLING AND SERVICING

    AGREEMENT: AS OF SEPTEMBER 1, 2022

    CUT-OFF DATE: AS SET FORTH IN THE

    POOLING AND SERVICING AGREEMENT
    (AS

    DEFINED HEREIN)

    CLOSING DATE: SEPTEMBER 8, 2022

    FIRST DISTRIBUTION DATE:

OCTOBER 17, 2022

    APPROXIMATE AGGREGATE

    CERTIFICATE BALANCE

    OF THE CLASS A-S CERTIFICATES

    AS OF THE CLOSING DATE: $85,975,000
	
    MASTER SERVICER: KEYBANK NATIONAL

    ASSOCIATION

    SPECIAL SERVICER: ARGENTIC SERVICES

    COMPANY LP

    PARK WEST VILLAGE SPECIAL SERVICER:

    KEYBANK
    NATIONAL ASSOCIATION

    TRUSTEE: WILMINGTON TRUST, NATIONAL

    ASSOCIATION

    CERTIFICATE ADMINISTRATOR:

    COMPUTERSHARE
    TRUST

    COMPANY, NATIONAL

    ASSOCIATION

    OPERATING
    Advisor: PENTALPHA

    SURVEILLANCE LLC

    ASSET REPRESENTATIONS REVIEWER:

    PENTALPHA
    SURVEILLANCE

    LLC

    CUSIP NO.: 054976AJ4

    ISIN NO.: US054976AJ48

    CERTIFICATE NO.: [A-S-1]

	 	 


 




    	 	A-9-3	 



     


    


CLASS A-S CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and a separate
subordinate interest in one commercial mortgage loan (the “Trust Subordinate Companion Loan”), all payments on or collections
in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after the Cut-off Date, all REO Properties and revenues
received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or
other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loan and such amounts as shall from time to time
be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Park West Village Gain-on-Sale Reserve
Account, the Gain-on-Sale Reserve Account, the Park West Village Excess Collections Reserve Account and the REO Accounts, formed and sold
by


BARCLAYS COMMERCIAL MORTGAGE SECURITIES
LLC


THIS CERTIFIES THAT CEDE & CO. is the registered
owner of the interest evidenced by this Certificate in the Class A-S Certificates issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated and effective as of September 1, 2022 (the “Pooling and Servicing Agreement”), between
Barclays Commercial Mortgage Securities LLC (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing
Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned
thereto in the Pooling and Servicing Agreement.


This Certificate is one of
a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”)
and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of
the Class A-S Certificates. The Certificates are designated as the BBCMS Mortgage Trust 2022-C17, Commercial Mortgage Pass-Through
Certificates, Series 2022-C17 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.


This Certificate does not
purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate
Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement,
to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents
and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified
in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”). Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on
or measured by income.


Pursuant to the terms of
the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered
as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented
by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class
of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private debts.




    	 	A-9-4	 



     


    

Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating
to such Distribution Date at the Class A-S Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal
to this Certificate’s pro rata share of the Pooled Available Funds to be distributed on the Certificates of this Class as
of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing
Agreement.


Realized Losses and certain
other amounts on the Mortgage Loans and the Trust Subordinate Companion Loan shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans and the Trust
Subordinate Companion Loan allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates
of such Class.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution
Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement
and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts)
will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments in accordance
with Section 3.06 of the Pooling and Servicing Agreement. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans, and the Trust
Subordinate Companion Loan and administration of the Trust.


All distributions under the
Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such
Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined
without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like
manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(l) of the Pooling and
Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation
in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall
not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact
the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject
to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(l) of the Pooling and Servicing Agreement.


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the
Certificate Register only upon surrender of this Certificate




    	 	A-9-5	 



     


    

for registration of Transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


Subject to the terms of the
Pooling and Servicing Agreement, the Class A-S Certificates will be issued in book-entry form through the facilities of DTC in minimum
denominations of $10,000 initial Certificate Balance, and in integral multiples of $1 in excess thereof, with one Certificate of each
such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer
to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate
Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate
Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent of any of them, shall be affected by any notice to
the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


(i)                             to correct
any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision of the Pooling
and Servicing Agreement;


(ii)                          to cause the
provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus
(or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or the Pooling and
Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions therein or
to correct any error;


(iii)                       to change
the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that (a) the
P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such change
shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel
at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect
to such amendment;


(iv)                      to modify,
eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain the qualification
of any Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid
or minimize the risk of imposition of any tax on the Trust or any Trust REMIC; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action
is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


(v)                         to modify,
eliminate or add to the provisions of Section 5.03(p) of the Pooling and Servicing Agreement or any other provision of the Pooling and
Servicing Agreement restricting transfer of




    	 	A-9-6	 



     


    

the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any
of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified
Organization or a Disqualified Non-U.S. Tax Person;


(vi)                      to revise
or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change;
provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder or
any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion
of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


(vii)                   to amend
or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings assigned
to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and
confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its
then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided that such rating agency confirmation may be
considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely
affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by
an Opinion of Counsel;


(viii)                to modify
the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances
and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination
Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing Certificateholder,
determine that the CMBS industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification
does not cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of
Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied in the
same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of
the Pooling and Servicing Agreement);


(ix)                        to modify
the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by
(x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating
Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c)
of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


(x)                           to modify,
eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with the requirements
for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or


(xi)                        to modify,
eliminate or add to any of its provisions in the event Regulation RR or any other regulations applicable to the risk retention requirements
for this securitization transaction are amended or




    	 	A-9-7	 



     


    

repealed, to the extent required to comply
with any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal,
in each case as evidenced by an Opinion of Counsel; provided that no such modification, elimination or addition may change in any
manner the rights or obligations of the Park West Village Third Party Purchaser under this Agreement or the related risk retention agreement
without the consent of the Park West Village Third Party Purchaser.


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any
Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor under any Mortgage Loan Purchase Agreement or otherwise
or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or
related guarantor or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment
shall:


(i)                             reduce in any
manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Trust Subordinate Companion Loan that are required
to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


(ii)                          reduce the
aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove the requirement
to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates of such Class then
outstanding or such Companion Holders, as applicable; or


(iii)                       adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then outstanding;
or


(iv)                      change in
any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller, related Additional
Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller,
related Additional Repurchase Obligor or related guarantor; or


(v)                         amend the Servicing
Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor Agreement, the consent of the
holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing
Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of
the Trust Fund or any




    	 	A-9-8	 



     


    

Trust REMIC, or cause any Trust REMIC to fail
to qualify as a REMIC under the relevant provisions of the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may
be made that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any Intercreditor Agreement
or that otherwise materially and adversely affects the holder of a Companion Loan without the consent of the holder of the related Companion
Loan(s).


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order of priority,
at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of
the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion Loan and the Trust’s portion of each
REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans.


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class E Certificates are
no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master Servicer,
to exchange all of the outstanding Certificates (other than the Class R Certificates together with the payment or deemed payment of the
Termination Purchase Amount) for all of the Mortgage Loans, the Trust Subordinate Companion Loan and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


The obligations created by
the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust
due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


Unless the certificate of
authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans or Trust Subordinate Companion
Loan.


THIS CERTIFICATE AND THE
POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    	 	A-9-9	 



     


    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY,

                                                                NATIONAL ASSOCIATION, not in its

                                                                individual capacity but solely as Certificate

                                                                Registrar under the Pooling and Servicing

                                                                Agreement

	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY



		Dated:	September 8, 2022



CERTIFICATE OF AUTHENTICATION


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


	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, 
 NATIONAL ASSOCIATION, as

                                                                Authenticating Agent

	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY



 




    	 	A-9-10	 



     


    

ABBREVIATIONS


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


 


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


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


 


 


FORM
OF TRANSFER


 


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


 







 



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


 







 



(Please
print or typewrite name and address of assignee)


 






 




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


 


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


 


 


 





	 	 
	SIGNATURE GUARANTEED	 



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


 




    	 	A-9-11	 



     


    

DISTRIBUTION INSTRUCTIONS


The assignee should include
the following for purposes of distribution:


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


 




    	 	A-9-12	 



     


    

EXHIBIT A-10


FORM OF CLASS B CERTIFICATE


CLASS B


BBCMS MORTGAGE TRUST 2022-C17


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


SERIES 2022-C17, CLASS B


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGORS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE
INITIAL PURCHASERS, THE LOAN-SPECIFIC INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS NOR THE TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY
OR INSTRUMENTALITY OR PRIVATE INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


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


THE PORTION OF THE CERTIFICATE BALANCE OF
THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE
PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE





 






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






	2   Book-Entry Certificate legend.




    	 	A-10-1	 



     


    

AND WILL BE INCREASED BY RECOVERIES ON
THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS
ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE POOLED PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE
OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE
BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.


THIS CERTIFICATE IS SUBORDINATED TO THE
CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-D, CLASS X-F AND CLASS A-S CERTIFICATES
AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 




    	 	A-10-2	 



     


    

 


	
    PASS-THROUGH RATE: VARIABLE IN 

ACCORDANCE WITH THE POOLING AND 

SERVICING
    AGREEMENT

    DENOMINATION: $[      ]

    DATE OF POOLING AND SERVICING 

AGREEMENT: AS OF SEPTEMBER 1, 2022

    CUT-OFF DATE: AS SET FORTH IN THE 

POOLING AND SERVICING AGREEMENT
    (AS

 DEFINED HEREIN)

    CLOSING DATE: SEPTEMBER 8, 2022

    FIRST DISTRIBUTION DATE:

    OCTOBER 17, 2022

    APPROXIMATE AGGREGATE

    CERTIFICATE BALANCE

    OF THE CLASS B CERTIFICATES

    AS OF THE CLOSING DATE: $46,381,000
	
    MASTER SERVICER: KEYBANK NATIONAL


    ASSOCIATION

    SPECIAL SERVICER: ARGENTIC SERVICES
    COMPANY LP

    PARK WEST VILLAGE SPECIAL SERVICER: 

KEYBANK
    NATIONAL ASSOCIATION

    TRUSTEE: WILMINGTON TRUST, NATIONAL

 ASSOCIATION

    CERTIFICATE ADMINISTRATOR: 

COMPUTERSHARE
    TRUST 

COMPANY, NATIONAL 

ASSOCIATION

    OPERATING
    ADVISOR: PENTALPHA 

SURVEILLANCE LLC

    ASSET REPRESENTATIONS REVIEWER: 

PENTALPHA
    SURVEILLANCE 

LLC

    CUSIP NO.: 054976AK1

    ISIN NO.: US054976AK11

    CERTIFICATE NO.: [B-1]

	 	 


 




    	 	A-10-3	 



     


    

CLASS B CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and a separate
subordinate interest in one commercial mortgage loan (the “Trust Subordinate Companion Loan”), all payments on or collections
in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after the Cut-off Date, all REO Properties and revenues
received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or
other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loan and such amounts as shall from time to time
be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Park West Village Gain-on-Sale Reserve
Account, the Gain-on-Sale Reserve Account, the Park West Village Excess Collections Reserve Account and the REO Accounts, formed and sold
by


BARCLAYS COMMERCIAL MORTGAGE SECURITIES
LLC


THIS CERTIFIES THAT CEDE & CO. is the registered
owner of the interest evidenced by this Certificate in the Class B Certificates issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated and effective as of September 1, 2022 (the “Pooling and Servicing Agreement”), between
Barclays Commercial Mortgage Securities LLC (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing
Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned
thereto in the Pooling and Servicing Agreement.


This Certificate is one of
a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”)
and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of
the Class B Certificates. The Certificates are designated as the BBCMS Mortgage Trust 2022-C17, Commercial Mortgage Pass-Through
Certificates, Series 2022-C17 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.


This Certificate does not
purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate
Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement,
to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents
and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified
in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”). Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on
or measured by income.


Pursuant to the terms of
the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered
as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented
by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class
of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private debts.




    	 	A-10-4	 



     


    

Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating
to such Distribution Date at the Class B Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal
to this Certificate’s pro rata share of the Pooled Available Funds to be distributed on the Certificates of this Class as
of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing
Agreement.


Realized Losses and certain
other amounts on the Mortgage Loans and the Trust Subordinate Companion Loan shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans and the Trust
Subordinate Companion Loan allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates
of such Class.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution
Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement
and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts)
will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments in accordance
with Section 3.06 of the Pooling and Servicing Agreement. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans, and the Trust
Subordinate Companion Loan and administration of the Trust.


All distributions under the
Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such
Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined
without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like
manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(l) of the Pooling and
Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation
in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall
not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact
the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject
to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(l) of the Pooling and Servicing Agreement.


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the
Certificate Register only upon surrender of this Certificate




    	 	A-10-5	 



     


    

for registration of Transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


Subject to the terms of the
Pooling and Servicing Agreement, the Class B Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations
of $10,000 initial Certificate Balance, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing
an additional amount equal to the remainder of the initial Certificate Balance of such Class.


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer
to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate
Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate
Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent of any of them, shall be affected by any notice to
the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


(i)                             to correct
any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision of the Pooling
and Servicing Agreement;


(ii)                          to cause the
provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus
(or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or the Pooling and
Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions therein or
to correct any error;


(iii)                       to change
the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that (a) the
P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such change
shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel
at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect
to such amendment;


(iv)                      to modify,
eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain the qualification
of any Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid
or minimize the risk of imposition of any tax on the Trust or any Trust REMIC; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action
is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


(v)                         to modify,
eliminate or add to the provisions of Section 5.03(p) of the Pooling and Servicing Agreement or any other provision of the Pooling and
Servicing Agreement restricting transfer of




    	 	A-10-6	 



     


    

the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any
of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified
Organization or a Disqualified Non-U.S. Tax Person;


(vi)                      to revise
or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change;
provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder or
any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion
of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


(vii)                   to amend
or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings assigned
to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and
confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its
then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided that such rating agency confirmation may be
considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely
affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by
an Opinion of Counsel;


(viii)                to modify
the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances
and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination
Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing Certificateholder,
determine that the CMBS industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification
does not cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of
Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied in the
same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of
the Pooling and Servicing Agreement);


(ix)                        to modify
the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by
(x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating
Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such
amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c)
of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


(x)                           to modify,
eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with the requirements
for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or


(xi)                        to modify,
eliminate or add to any of its provisions in the event Regulation RR or any other regulations applicable to the risk retention requirements
for this securitization transaction are amended or




    	 	A-10-7	 



     


    

repealed, to the extent required to comply
with any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal,
in each case as evidenced by an Opinion of Counsel; provided that no such modification, elimination or addition may change in any
manner the rights or obligations of the Park West Village Third Party Purchaser under this Agreement or the related risk retention agreement
without the consent of the Park West Village Third Party Purchaser.


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any
Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor under any Mortgage Loan Purchase Agreement or otherwise
or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or
related guarantor or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment
shall:


(i)                             reduce in any
manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Trust Subordinate Companion Loan that are required
to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


(ii)                          reduce the
aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove the requirement
to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates of such Class then
outstanding or such Companion Holders, as applicable; or


(iii)                       adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then outstanding;
or


(iv)                      change in
any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller, related Additional
Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller,
related Additional Repurchase Obligor or related guarantor; or


(v)                         amend the Servicing
Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor Agreement, the consent of the
holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing
Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of
the Trust Fund or any




    	 	A-10-8	 



     


    

Trust REMIC, or cause any Trust REMIC to fail
to qualify as a REMIC under the relevant provisions of the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may
be made that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any Intercreditor Agreement
or that otherwise materially and adversely affects the holder of a Companion Loan without the consent of the holder of the related Companion
Loan(s).


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order of priority,
at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of
the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion Loan and the Trust’s portion of each
REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans.


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class E Certificates are
no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master Servicer,
to exchange all of the outstanding Certificates (other than the Class R Certificates together with the payment or deemed payment of the
Termination Purchase Amount) for all of the Mortgage Loans, the Trust Subordinate Companion Loan and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


The obligations created by
the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust
due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


Unless the certificate of
authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans or Trust Subordinate Companion
Loan.


THIS CERTIFICATE AND THE
POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    	 	A-10-9	 



     


    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


	 	 	 
	 	COMPUTERSHARE TRUST COMPANY,

                                                                NATIONAL ASSOCIATION, not in its

                                                                individual capacity but solely as Certificate

                                                                Registrar under the Pooling and Servicing

                                                                Agreement

	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY



		Dated:	September 8, 2022



CERTIFICATE OF AUTHENTICATION


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


	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, 
 NATIONAL ASSOCIATION, as

                                                                Authenticating Agent

	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY



 




    	 	A-10-10	 



     


    

ABBREVIATIONS


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


 


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


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


 


 


FORM
OF TRANSFER


 


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


 







 



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


 







 



(Please
print or typewrite name and address of assignee)


 






 



 


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


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


 


 


 





	 	 
	SIGNATURE GUARANTEED	 


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


 




    	 	A-10-11	 



     


    

DISTRIBUTION INSTRUCTIONS


The assignee should include
the following for purposes of distribution:


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


 




    	 	A-10-12	 



     


    

EXHIBIT A-11


FORM OF CLASS C CERTIFICATE


CLASS C


BBCMS MORTGAGE TRUST 2022-C17


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


SERIES 2022-C17, CLASS C


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGORS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE
INITIAL PURCHASERS, THE LOAN-SPECIFIC INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS NOR THE TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY
OR INSTRUMENTALITY OR PRIVATE INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


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


THE PORTION OF THE CERTIFICATE BALANCE OF
THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE
PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE





 






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






	2   Book-Entry Certificate legend.


 



    	 	A-11-1	 



     


    

AND WILL BE INCREASED BY RECOVERIES ON
THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS
ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE POOLED PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE
OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE
BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.


THIS CERTIFICATE IS SUBORDINATED TO THE
CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-D, CLASS X-F, CLASS A-S AND CLASS B CERTIFICATES
AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 




    	 	A-11-2	 



     


    

 


	
    PASS-THROUGH RATE: VARIABLE IN 

ACCORDANCE WITH THE POOLING AND 

SERVICING
    AGREEMENT

    DENOMINATION: $[      ]

    DATE OF POOLING AND SERVICING 

AGREEMENT: AS OF SEPTEMBER 1, 2022

    CUT-OFF DATE: AS SET FORTH IN THE 

POOLING AND SERVICING AGREEMENT
    (AS

 DEFINED HEREIN)

    CLOSING DATE: SEPTEMBER 8, 2022

    FIRST DISTRIBUTION DATE:

    OCTOBER 17, 2022

    APPROXIMATE AGGREGATE

    CERTIFICATE BALANCE

    OF THE CLASS C CERTIFICATES

    AS OF THE CLOSING DATE: $37,332,000
	
    MASTER SERVICER: KEYBANK NATIONAL


    ASSOCIATION

    SPECIAL SERVICER: ARGENTIC SERVICES
    

COMPANY LP

    PARK WEST VILLAGE SPECIAL SERVICER: 

KEYBANK
    NATIONAL ASSOCIATION

    TRUSTEE: WILMINGTON TRUST, NATIONAL

 ASSOCIATION

    CERTIFICATE ADMINISTRATOR: 

COMPUTERSHARE
    TRUST 

COMPANY, NATIONAL 

ASSOCIATION

    OPERATING
    ADVISOR: PENTALPHA 

SURVEILLANCE LLC

    ASSET REPRESENTATIONS REVIEWER: 

PENTALPHA
    SURVEILLANCE 

LLC

    CUSIP NO.: 054976AL9

    ISIN NO.: US054976AL93

    CERTIFICATE NO.: [C-1]

	 	 


 




    	 	A-11-3	 



     


    

CLASS C CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and a separate
subordinate interest in one commercial mortgage loan (the “Trust Subordinate Companion Loan”), all payments on or collections
in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after the Cut-off Date, all REO Properties and revenues
received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or
other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loan and such amounts as shall from time to time
be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Park West Village Gain-on-Sale Reserve
Account, the Gain-on-Sale Reserve Account, the Park West Village Excess Collections Reserve Account and the REO Accounts, formed and sold
by


BARCLAYS COMMERCIAL MORTGAGE SECURITIES
LLC


THIS CERTIFIES THAT CEDE & CO. is the registered
owner of the interest evidenced by this Certificate in the Class C Certificates issued by the Trust created pursuant to the Pooling and
Servicing Agreement, dated and effective as of September 1, 2022 (the “Pooling and Servicing Agreement”), between Barclays
Commercial Mortgage Securities LLC (hereinafter called the “Depositor”, which term includes any successor entity under
the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement
is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in
the Pooling and Servicing Agreement.


This Certificate is one of
a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”)
and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of
the Class C Certificates. The Certificates are designated as the BBCMS Mortgage Trust 2022-C17, Commercial Mortgage Pass-Through Certificates,
Series 2022-C17 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will
evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.


This Certificate does not
purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate
Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement,
to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents
and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified
in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”). Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on
or measured by income.


Pursuant to the terms of
the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered
as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented
by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class
of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private debts.




    	 	A-11-4	 



     


    

Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating
to such Distribution Date at the Class C Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal
to this Certificate’s pro rata share of the Pooled Available Funds to be distributed on the Certificates of this Class as
of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing
Agreement.


Realized Losses and certain
other amounts on the Mortgage Loans and the Trust Subordinate Companion Loan shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans and the Trust
Subordinate Companion Loan allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates
of such Class.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution
Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement
and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts)
will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments in accordance
with Section 3.06 of the Pooling and Servicing Agreement. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans, and the Trust
Subordinate Companion Loan and administration of the Trust.


All distributions under the
Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such
Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined
without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like
manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(l) of the Pooling and
Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation
in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall
not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact
the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject
to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(l) of the Pooling and Servicing Agreement.


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the
Certificate Register only upon surrender of this Certificate




    	 	A-11-5	 



     


    

for registration of Transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


Subject to the terms of the
Pooling and Servicing Agreement, the Class C Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations
of $10,000 initial Certificate Balance, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing
an additional amount equal to the remainder of the initial Certificate Balance of such Class.


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer
to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate
Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate
Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent of any of them, shall be affected by any notice to
the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


(i)                             to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


(ii)                          to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust
or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions
therein or to correct any error;


(iii)                       to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency
with respect to such amendment;


(iv)                      to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such
action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


(v)                         to modify, eliminate or add to the provisions of Section 5.03(p) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of




    	 	A-11-6	 



     


    

the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any
of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified
Organization or a Disqualified Non-U.S. Tax Person;


(vi)                      to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion
of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


(vii)                   to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely
affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by
an Opinion of Counsel;


(viii)                to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing
Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to conform to such industry standard,
(b) such modification does not cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced
Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade,
withdrawal or qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


(ix)                        to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from
each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice
of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


(x)                           to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or


(xi)                        to modify, eliminate or add to any of its provisions in the event Regulation RR or any other regulations applicable to the risk
retention requirements for this securitization transaction are amended or




    	 	A-11-7	 



     


    

repealed, to the extent required to comply
with any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal,
in each case as evidenced by an Opinion of Counsel; provided that no such modification, elimination or addition may change in any
manner the rights or obligations of the Park West Village Third Party Purchaser under this Agreement or the related risk retention agreement
without the consent of the Park West Village Third Party Purchaser.


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any
Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor under any Mortgage Loan Purchase Agreement or otherwise
or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or
related guarantor or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment
shall:


(i)                             reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Trust Subordinate Companion
Loan that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are
required to be distributed to a Companion Holder without the consent of such Companion Holder; or


(ii)                          reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then outstanding or such Companion Holders, as applicable; or


(iii)                       adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


(iv)                      change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller,
related Additional Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise or change any rights
of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller, related Additional Repurchase Obligor or related guarantor; or


(v)                         amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect
to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor
Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing
Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of
the Trust Fund or any




    	 	A-11-8	 



     


    

Trust REMIC, or cause any Trust REMIC to fail
to qualify as a REMIC under the relevant provisions of the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may
be made that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any Intercreditor Agreement
or that otherwise materially and adversely affects the holder of a Companion Loan without the consent of the holder of the related Companion
Loan(s).


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order of priority,
at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of
the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion Loan and the Trust’s portion of each
REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans.


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class E Certificates are
no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master Servicer,
to exchange all of the outstanding Certificates (other than the Class R Certificates together with the payment or deemed payment of the
Termination Purchase Amount) for all of the Mortgage Loans, the Trust Subordinate Companion Loan and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


The obligations created by
the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust
due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


Unless the certificate of
authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans or Trust Subordinate Companion
Loan.


THIS CERTIFICATE AND THE
POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    	 	A-11-9	 



     


    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


	 	 	 
	 	COMPUTERSHARE TRUST COMPANY,

                                                                NATIONAL ASSOCIATION, not in its

                                                                individual capacity but solely as Certificate

                                                                Registrar under the Pooling and Servicing

                                                                Agreement

	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY



		Dated:	September 8, 2022



CERTIFICATE OF AUTHENTICATION


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


	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, 
 NATIONAL ASSOCIATION, as

                                                                Authenticating Agent

	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY



 




    	 	A-11-10	 



     


    

ABBREVIATIONS


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


 


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


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


 


 


FORM
OF TRANSFER


 


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


 







 



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


 







 



(Please
print or typewrite name and address of assignee)


 






 



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


 


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


 


 


 





	 	 
	SIGNATURE GUARANTEED	 


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


 




    	 	A-11-11	 



     


    

DISTRIBUTION INSTRUCTIONS


The assignee should include
the following for purposes of distribution:


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


 




    	 	A-11-12	 



     


    

EXHIBIT A-12


FORM OF CLASS X-D CERTIFICATE


CLASS X-D


BBCMS MORTGAGE TRUST 2022-C17


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


SERIES 2022-C17, CLASS X-D


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN
MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE
BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGORS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE
INITIAL PURCHASERS, THE LOAN-SPECIFIC INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS NOR THE TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY
OR INSTRUMENTALITY OR PRIVATE INSURER.





 









	1   Temporary Regulation S Book-Entry Certificate legend.



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






	3   Book-Entry Certificate legend.


 





    	 	A-12-1	 



     


    

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


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


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE AGGREGATE CERTIFICATE BALANCE OF THE CLASS D AND CLASS E CERTIFICATES. ACCORDINGLY,
THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW. 


THE NOTIONAL AMOUNT ON WHICH THE INTEREST
PAYABLE TO THE HOLDERS OF THE CLASS X-D CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND LOSSES ON THE MORTGAGE
LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. 


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




    	 	A-12-2	 



     


    

 


	
    PASS-THROUGH RATE: VARIABLE IN

 ACCORDANCE WITH THE POOLING AND

 SERVICING
    AGREEMENT

    DENOMINATION: $[                                 ]

    DATE OF POOLING AND SERVICING 

AGREEMENT: AS OF SEPTEMBER 1, 2022

    CUT-OFF DATE: AS SET FORTH IN THE 

POOLING AND SERVICING AGREEMENT
    (AS

 DEFINED HEREIN)

    CLOSING DATE: SEPTEMBER 8, 2022

    FIRST DISTRIBUTION DATE:

    OCTOBER 17, 2022

    APPROXIMATE AGGREGATE NOTIONAL

 AMOUNT OF THE CLASS X-D CERTIFICATES
    

AS OF THE CLOSING DATE: $40,725,000
	
    MASTER SERVICER: KEYBANK NATIONAL
    

ASSOCIATION

    SPECIAL SERVICER: ARGENTIC SERVICES
    

COMPANY LP

    PARK WEST VILLAGE SPECIAL SERVICER: 

KEYBANK
    NATIONAL ASSOCIATION

    TRUSTEE: WILMINGTON TRUST, NATIONAL 

ASSOCIATION

    CERTIFICATE ADMINISTRATOR: COMPUTERSHARE
    

TRUST COMPANY, NATIONAL

 ASSOCIATION

    OPERATING
    ADVISOR: PENTALPHA SURVEILLANCE LLC

    ASSET REPRESENTATIONS REVIEWER: PENTALPHA
    SURVEILLANCE LLC

    CUSIP NO.: 054976AM7

    ISIN NO.: US054976AM764

    

    CUSIP NO.: U0738LAA7

    ISIN NO.: USU0738LAA715

    

    CUSIP NO.: 054976AN5

    ISIN NO.: US054976AN596

    CERTIFICATE NO.: [X-D-1] [X-D-S-1]

	 	 


 

 









4 For Certificate sold in reliance on Rule 144A only.




5 For Regulation S Global Certificate only.







6 For IAI Definitive Certificate only.



 




    	 	A-12-3	 



     


    

CLASS X-D CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and a separate
subordinate interest in one commercial mortgage loan (the “Trust Subordinate Companion Loan”), all payments on or collections
in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after the Cut-off Date, all REO Properties and revenues
received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or
other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loan and such amounts as shall from time to time
be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Park West Village Gain-on-Sale Reserve
Account, the Gain-on-Sale Reserve Account, the Park West Village Excess Collections Reserve Account and the REO Accounts, formed and sold
by


BARCLAYS COMMERCIAL MORTGAGE SECURITIES
LLC


THIS CERTIFIES THAT CEDE & CO. is the registered
owner of the interest evidenced by this Certificate in the Class X-D Certificates issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated and effective as of September 1, 2022 (the “Pooling and Servicing Agreement”), between
Barclays Commercial Mortgage Securities LLC (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing
Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned
thereto in the Pooling and Servicing Agreement.


This Certificate is one of
a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”)
and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Notional Amount of the
Class X-D Certificates. The Certificates are designated as the BBCMS Mortgage Trust 2022-C17, Commercial Mortgage Pass-Through Certificates,
Series 2022-C17 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will
evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.


This Certificate does not
purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate
Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement,
to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents
and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified
in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”). Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on
or measured by income.


Pursuant to the terms of
the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered
as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented
by this Certificate) of that portion of the aggregate amount of interest then distributable, if any, allocable to the Class of Certificates
of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.
Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing
Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time
of payment is legal tender for the payment of public and private debts.




    	 	A-12-4	 



     


    

Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating
to such Distribution Date at the Class X-D Pass-Through Rate specified above on the Notional Amount of this Certificate immediately prior
to each Distribution Date. Interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s
pro rata share of the Pooled Available Funds to be distributed on the Certificates of this Class as of such Distribution Date,
with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


Realized Losses and certain
other amounts on the Mortgage Loans and the Trust Subordinate Companion Loan shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans and the Trust
Subordinate Companion Loan allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates
of such Class.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution
Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement
and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts)
will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments in accordance
with Section 3.06 of the Pooling and Servicing Agreement. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans, and the Trust
Subordinate Companion Loan and administration of the Trust.


All distributions under the
Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such
Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined
without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like
manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(l) of the Pooling and
Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation
in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall
not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact
the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject
to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(l) of the Pooling and Servicing Agreement.


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the
Certificate Register only upon surrender of this Certificate




    	 	A-12-5	 



     


    

for registration of Transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


Subject to the terms of the
Pooling and Servicing Agreement, the Class X-D Certificates will be issued in book-entry form through the facilities of DTC in minimum
denominations of $100,000 initial Notional Amount, and in integral multiples of $1 in excess thereof, with one Certificate of each such
Class evidencing an additional amount equal to the remainder of the initial Notional Amount of such Class.


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer
to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate
Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate
Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent of any of them, shall be affected by any notice to
the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


(i)                             to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


(ii)                          to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust
or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions
therein or to correct any error;


(iii)                       to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency
with respect to such amendment;


(iv)                      to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such
action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


(v)                         to modify, eliminate or add to the provisions of Section 5.03(p) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of




    	 	A-12-6	 



     


    

the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any
of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified
Organization or a Disqualified Non-U.S. Tax Person;


(vi)                      to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion
of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


(vii)                   to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely
affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by
an Opinion of Counsel;


(viii)                to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing
Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to conform to such industry standard,
(b) such modification does not cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced
Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade,
withdrawal or qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


(ix)                        to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from
each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice
of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


(x)                           to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or


(xi)                        to modify, eliminate or add to any of its provisions in the event Regulation RR or any other regulations applicable to the risk
retention requirements for this securitization transaction are amended or




    	 	A-12-7	 



     


    

repealed, to the extent required to comply
with any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal,
in each case as evidenced by an Opinion of Counsel; provided that no such modification, elimination or addition may change in any
manner the rights or obligations of the Park West Village Third Party Purchaser under this Agreement or the related risk retention agreement
without the consent of the Park West Village Third Party Purchaser.


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any
Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor under any Mortgage Loan Purchase Agreement or otherwise
or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or
related guarantor or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment
shall:


(i)                             reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Trust Subordinate Companion
Loan that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are
required to be distributed to a Companion Holder without the consent of such Companion Holder; or


(ii)                          reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then outstanding or such Companion Holders, as applicable; or


(iii)                       adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


(iv)                      change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller,
related Additional Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise or change any rights
of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller, related Additional Repurchase Obligor or related guarantor; or


(v)                         amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect
to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor
Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing
Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of
the Trust Fund or any




    	 	A-12-8	 



     


    

Trust REMIC, or cause any Trust REMIC to fail
to qualify as a REMIC under the relevant provisions of the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may
be made that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any Intercreditor Agreement
or that otherwise materially and adversely affects the holder of a Companion Loan without the consent of the holder of the related Companion
Loan(s).


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order of priority,
at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of
the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion Loan and the Trust’s portion of each
REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans.


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class E Certificates are
no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master Servicer,
to exchange all of the outstanding Certificates (other than the Class R Certificates together with the payment or deemed payment of the
Termination Purchase Amount) for all of the Mortgage Loans, the Trust Subordinate Companion Loan and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


The obligations created by
the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust
due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


Unless the certificate of
authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans or Trust Subordinate Companion
Loan.


THIS CERTIFICATE AND THE
POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    	 	A-12-9	 



     


    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


	 	 	 
	 	COMPUTERSHARE TRUST COMPANY,

                                                                NATIONAL ASSOCIATION, not in its

                                                                individual capacity but solely as Certificate

                                                                Registrar under the Pooling and Servicing

                                                                Agreement

	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY



		Dated:	September 8, 2022



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF THE CLASS
X-D CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, 
 NATIONAL ASSOCIATION, as

                                                                Authenticating Agent

	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY



 




    	 	A-12-10	 



     


    

ABBREVIATIONS


The following abbreviations, when used in the
inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or
regulations:


 


	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________ Custodian
	TEN ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of	Under Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	common	Act __________________________
	 	 		(State)


Additional abbreviations
may also be used though not in the above list.


 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 







 



(Please
insert Social Security or other identifying number of Assignee)


 







 



(Please
print or typewrite name and address of assignee)


 






 




the within Certificate and does hereby or irrevocably
constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust, with full power of substitution
in the premises.


 


	Dated:                                 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


 


 


 





	 	 
	SIGNATURE GUARANTEED	 


The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.


 




    	 	A-12-11	 



     


    

DISTRIBUTION INSTRUCTIONS


The assignee should include
the following for purposes of distribution:


Distributions shall be made,
by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of __________________________________
account number _______________ or, if mailed by check, to _______________________________________. Statements should be mailed to _______________________________________________________________.
This information is provided by assignee named above, or ______________________________, as its agent.




    	 	A-12-12	 



     


    

EXHIBIT A-13


FORM OF CLASS X-F CERTIFICATE


CLASS X-F


BBCMS MORTGAGE TRUST 2022-C17


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


SERIES 2022-C17, CLASS X-F


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN
MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE
BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGORS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE
INITIAL PURCHASERS, THE LOAN-SPECIFIC INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS NOR THE TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY
OR INSTRUMENTALITY OR PRIVATE INSURER.





 









	1   Temporary Regulation S Book-Entry Certificate legend.



	2   Legend required as long as DTC is the Depository under the Pooling and Servicing
  Agreement.






	3   Book-Entry Certificate legend.


 



    	 	A-13-1	 



     


    

[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT (“RULE 144A”) TO A PERSON THAT
THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, (2)  TO AN INSTITUTION THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION”,
AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTION THAT
IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT
(“REGULATION D”) OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE
MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D (COLLECTIVELY, “INSTITUTIONAL ACCREDITED INVESTORS”), AND
(B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE
BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS,
TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR
LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING
ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH PLAN OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION
§ 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE
COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS
I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION,
HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY
PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT
VIOLATION OF SIMILAR LAW.


THIS CLASS X-F CERTIFICATE HAS NO PRINCIPAL
BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTION OF PRINCIPAL.


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS F CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


THE NOTIONAL AMOUNT ON WHICH THE INTEREST
PAYABLE TO THE HOLDERS OF THE CLASS X-F CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND LOSSES ON THE MORTGAGE
LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.




    	 	A-13-2	 



     


    

 


	
    PASS-THROUGH RATE: VARIABLE IN

 ACCORDANCE WITH THE POOLING AND

 SERVICING
    AGREEMENT

    DENOMINATION: $[                                 ]

    DATE OF POOLING AND SERVICING 

AGREEMENT: AS OF SEPTEMBER 1, 2022

    CUT-OFF DATE: AS SET FORTH IN THE 

POOLING AND SERVICING AGREEMENT
    (AS

 DEFINED HEREIN)

    CLOSING DATE: SEPTEMBER 8, 2022

    FIRST DISTRIBUTION DATE:

    OCTOBER 17, 2022

    APPROXIMATE AGGREGATE NOTIONAL

 AMOUNT OF THE CLASS X-F CERTIFICATES
    

AS OF THE CLOSING DATE: $20,362,000
	
    MASTER SERVICER: KEYBANK NATIONAL
    

ASSOCIATION

    SPECIAL SERVICER: ARGENTIC SERVICES
    

COMPANY LP

    PARK WEST VILLAGE SPECIAL SERVICER: 

KEYBANK
    NATIONAL ASSOCIATION

    TRUSTEE: WILMINGTON TRUST, NATIONAL 

ASSOCIATION

    CERTIFICATE ADMINISTRATOR: COMPUTERSHARE
    

TRUST COMPANY, NATIONAL

 ASSOCIATION

    OPERATING
    ADVISOR: PENTALPHA SURVEILLANCE LLC

    ASSET REPRESENTATIONS REVIEWER: PENTALPHA


    SURVEILLANCE LLC

    CUSIP NO.: 054976AP0

    ISIN NO.: US054976AP084

    

    CUSIP NO.: U0738LAB5

    ISIN NO.: USU0738LAB545

    

    CUSIP NO.: 054976AQ8

    ISIN NO.: US054976AQ806

    CERTIFICATE NO.: [X-F-1] [X-F-S-1]

	 	 


 




 









4 For
Certificate sold in reliance on Rule 144A only.




5 For
Regulation S Global Certificate only.







6 For IAI Definitive Certificate only.



 




    	 	A-13-3	 



     


    

CLASS X-F CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and a separate
subordinate interest in one commercial mortgage loan (the “Trust Subordinate Companion Loan”), all payments on or collections
in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after the Cut-off Date, all REO Properties and revenues
received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or
other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loan and such amounts as shall from time to time
be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Park West Village Gain-on-Sale Reserve
Account, the Gain-on-Sale Reserve Account, the Park West Village Excess Collections Reserve Account and the REO Accounts, formed and sold
by


BARCLAYS COMMERCIAL MORTGAGE SECURITIES
LLC


THIS CERTIFIES THAT CEDE & CO. is the registered
owner of the interest evidenced by this Certificate in the Class X-F Certificates issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated and effective as of September 1, 2022 (the “Pooling and Servicing Agreement”), between
Barclays Commercial Mortgage Securities LLC (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing
Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned
thereto in the Pooling and Servicing Agreement.


This Certificate is one of
a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”)
and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Notional Amount of the
Class X-F Certificates. The Certificates are designated as the BBCMS Mortgage Trust 2022-C17, Commercial Mortgage Pass-Through Certificates,
Series 2022-C17 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will
evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.


This Certificate does not
purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate
Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement,
to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents
and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified
in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”). Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on
or measured by income.


Pursuant to the terms of
the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered
as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented
by this Certificate) of that portion of the aggregate amount of interest then distributable, if any, allocable to the Class of Certificates
of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.
Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing
Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time
of payment is legal tender for the payment of public and private debts.




    	 	A-13-4	 



     


    

Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating
to such Distribution Date at the Class X-F Pass-Through Rate specified above on the Notional Amount of this Certificate immediately prior
to each Distribution Date. Interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s
pro rata share of the Pooled Available Funds to be distributed on the Certificates of this Class as of such Distribution Date,
with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


Realized Losses and certain
other amounts on the Mortgage Loans and the Trust Subordinate Companion Loan shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans and the Trust
Subordinate Companion Loan allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates
of such Class.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution
Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement
and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts)
will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments in accordance
with Section 3.06 of the Pooling and Servicing Agreement. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans, and the Trust
Subordinate Companion Loan and administration of the Trust.


All distributions under the
Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such
Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined
without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like
manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(l) of the Pooling and
Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation
in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall
not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact
the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject
to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(l) of the Pooling and Servicing Agreement.


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the
Certificate Register only upon surrender of this Certificate




    	 	A-13-5	 



     


    

for registration of Transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


Subject to the terms of the
Pooling and Servicing Agreement, the Class X-F Certificates will be issued in book-entry form through the facilities of DTC in minimum
denominations of $100,000 initial Notional Amount, and in integral multiples of $1 in excess thereof, with one Certificate of each such
Class evidencing an additional amount equal to the remainder of the initial Notional Amount of such Class.


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer
to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate
Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate
Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent of any of them, shall be affected by any notice to
the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


(i)                             to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


(ii)                          to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust
or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions
therein or to correct any error;


(iii)                       to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency
with respect to such amendment;


(iv)                      to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such
action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


(v)                         to modify, eliminate or add to the provisions of Section 5.03(p) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of




    	 	A-13-6	 



     


    

the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any
of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified
Organization or a Disqualified Non-U.S. Tax Person;


(vi)                      to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion
of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


(vii)                   to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely
affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by
an Opinion of Counsel;


(viii)                to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing
Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to conform to such industry standard,
(b) such modification does not cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced
Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade,
withdrawal or qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


(ix)                        to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from
each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice
of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


(x)                           to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or


(xi)                        to modify, eliminate or add to any of its provisions in the event Regulation RR or any other regulations applicable to the risk
retention requirements for this securitization transaction are amended or




    	 	A-13-7	 



     


    

repealed, to the extent required to comply
with any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal,
in each case as evidenced by an Opinion of Counsel; provided that no such modification, elimination or addition may change in any
manner the rights or obligations of the Park West Village Third Party Purchaser under this Agreement or the related risk retention agreement
without the consent of the Park West Village Third Party Purchaser.


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any
Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor under any Mortgage Loan Purchase Agreement or otherwise
or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or
related guarantor or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment
shall:


(i)                             reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Trust Subordinate Companion
Loan that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are
required to be distributed to a Companion Holder without the consent of such Companion Holder; or


(ii)                          reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then outstanding or such Companion Holders, as applicable; or


(iii)                       adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


(iv)                       change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller,
related Additional Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise or change any rights
of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller, related Additional Repurchase Obligor or related guarantor; or


(v)                         amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect
to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor
Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing
Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of
the Trust Fund or any




    	 	A-13-8	 



     


    

Trust REMIC, or cause any Trust REMIC to fail
to qualify as a REMIC under the relevant provisions of the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may
be made that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any Intercreditor Agreement
or that otherwise materially and adversely affects the holder of a Companion Loan without the consent of the holder of the related Companion
Loan(s).


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order of priority,
at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of
the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion Loan and the Trust’s portion of each
REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans.


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class E Certificates are
no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master Servicer,
to exchange all of the outstanding Certificates (other than the Class R Certificates together with the payment or deemed payment of the
Termination Purchase Amount) for all of the Mortgage Loans, the Trust Subordinate Companion Loan and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


The obligations created by
the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust
due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


Unless the certificate of
authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans or Trust Subordinate Companion
Loan.


THIS CERTIFICATE AND THE
POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    	 	A-13-9	 



     


    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


	 	 	 
	 	COMPUTERSHARE TRUST COMPANY,

                                                                NATIONAL ASSOCIATION, not in its

                                                                individual capacity but solely as Certificate

                                                                Registrar under the Pooling and Servicing

                                                                Agreement

	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY



		Dated:	September 8, 2022



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF THE CLASS
X-F CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, 
 NATIONAL ASSOCIATION, as

                                                                Authenticating Agent

	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY



 




    	 	A-13-10	 



     


    

ABBREVIATIONS


The following abbreviations, when used in the
inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or
regulations:


 


	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________ Custodian
	TEN ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of	Under Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	common	Act __________________________
	 	 		(State)


Additional abbreviations
may also be used though not in the above list.


 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 







 



(Please
insert Social Security or other identifying number of Assignee)


 







 



(Please
print or typewrite name and address of assignee)


 






 



the within Certificate and does hereby or irrevocably
constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust, with full power of substitution
in the premises.


 


	Dated:                                 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


 


 


 





	 	 
	SIGNATURE GUARANTEED	 


The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.


 




    	 	A-13-11	 



     


    

DISTRIBUTION INSTRUCTIONS


The assignee should include
the following for purposes of distribution:


Distributions shall be made,
by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of __________________________________
account number _______________ or, if mailed by check, to _______________________________________. Statements should be mailed to _______________________________________________________________.
This information is provided by assignee named above, or ______________________________, as its agent.




    	 	A-13-12	 



     


    

EXHIBIT A-14


FORM OF CLASS D CERTIFICATE


CLASS D


BBCMS MORTGAGE TRUST 2022-C17


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


SERIES 2022-C17, CLASS D


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN
MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE
BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGORS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE
INITIAL PURCHASERS, THE LOAN-SPECIFIC INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS NOR THE TRUST SUBORDINATE




 









	1   Temporary Regulation S Book-Entry Certificate legend.



	2   Legend required as long as DTC is the Depository under the Pooling and Servicing
  Agreement.






	3   Book-Entry Certificate legend.


 




    	 	A-14-1	 



     


    

COMPANION LOAN ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT (“RULE 144A”) TO A PERSON THAT
THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION”,
AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTION THAT
IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT
(“REGULATION D”) OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE
MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D (COLLECTIVELY, “INSTITUTIONAL ACCREDITED INVESTORS”), AND
(B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


THE PORTION OF THE CERTIFICATE BALANCE OF
THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE
PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE
ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION
OF THE POOLED PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH
BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.


THIS CERTIFICATE IS SUBORDINATED TO THE
CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-D, CLASS X-F, CLASS A-S, CLASS B AND
CLASS C CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 




    	 	A-14-2	 



     


    

 


	
    PASS-THROUGH RATE: 2.50000% per annum

    DENOMINATION: $[      ]

    DATE OF POOLING AND SERVICING 

AGREEMENT: AS OF SEPTEMBER 1, 2022

    CUT-OFF DATE: AS SET FORTH IN THE 

POOLING AND SERVICING AGREEMENT
    (AS

 DEFINED HEREIN)

    CLOSING DATE: SEPTEMBER 8, 2022

    FIRST DISTRIBUTION DATE:

    OCTOBER 17, 2022

    APPROXIMATE AGGREGATE

    CERTIFICATE BALANCE

    OF THE CLASS D CERTIFICATES

    AS OF THE CLOSING DATE: $16,969,000
	
    MASTER SERVICER: KEYBANK NATIONAL


    ASSOCIATION

    SPECIAL SERVICER: ARGENTIC SERVICES
    

COMPANY LP

    PARK WEST VILLAGE SPECIAL SERVICER: 

KEYBANK
    NATIONAL ASSOCIATION

    TRUSTEE: WILMINGTON TRUST, NATIONAL

 ASSOCIATION

    CERTIFICATE ADMINISTRATOR: 

COMPUTERSHARE
    TRUST 

COMPANY, NATIONAL 

ASSOCIATION

    OPERATING
    ADVISOR: PENTALPHA 

SURVEILLANCE LLC

    ASSET REPRESENTATIONS REVIEWER: 

PENTALPHA
    SURVEILLANCE 

LLC

    CUSIP NO.: 054976AR6

    ISIN NO.: US054976AR634

    

    CUSIP NO.: U0738LAC3

    ISIN NO.: USU0738LAC385

    

    CUSIP NO.: 054976AS4

    ISIN NO.: US054976AS476

    CERTIFICATE NO.: [D-1] [D-S-1]

	 	 


 

 









4 For Certificate sold in reliance on Rule 144A only.




5 For Regulation S Global Certificate only.







6 For IAI Definitive Certificate only.



 



    	 	A-14-3	 



     


    

CLASS D CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and a separate
subordinate interest in one commercial mortgage loan (the “Trust Subordinate Companion Loan”), all payments on or collections
in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after the Cut-off Date, all REO Properties and revenues
received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or
other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loan and such amounts as shall from time to time
be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Park West Village Gain-on-Sale Reserve
Account, the Gain-on-Sale Reserve Account, the Park West Village Excess Collections Reserve Account and the REO Accounts, formed and sold
by


BARCLAYS COMMERCIAL MORTGAGE SECURITIES
LLC


THIS CERTIFIES THAT CEDE & CO. is the registered
owner of the interest evidenced by this Certificate in the Class D Certificates issued by the Trust created pursuant to the Pooling and
Servicing Agreement, dated and effective as of September 1, 2022 (the “Pooling and Servicing Agreement”), between Barclays
Commercial Mortgage Securities LLC (hereinafter called the “Depositor”, which term includes any successor entity under
the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement
is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in
the Pooling and Servicing Agreement.


This Certificate is one of
a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”)
and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of
the Class D Certificates. The Certificates are designated as the BBCMS Mortgage Trust 2022-C17, Commercial Mortgage Pass-Through Certificates,
Series 2022-C17 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will
evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.


This Certificate does not
purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate
Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement,
to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents
and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified
in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”). Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on
or measured by income.


Pursuant to the terms of
the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered
as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented
by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class
of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private debts.




    	 	A-14-4	 



     


    

Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating
to such Distribution Date at the Class D Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal
to this Certificate’s pro rata share of the Pooled Available Funds to be distributed on the Certificates of this Class as
of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing
Agreement.


Realized Losses and certain
other amounts on the Mortgage Loans and the Trust Subordinate Companion Loan shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans and the Trust
Subordinate Companion Loan allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates
of such Class.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution
Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement
and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts)
will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments in accordance
with Section 3.06 of the Pooling and Servicing Agreement. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans, and the Trust
Subordinate Companion Loan and administration of the Trust.


All distributions under the
Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such
Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined
without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like
manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(l) of the Pooling and
Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation
in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall
not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact
the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject
to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(l) of the Pooling and Servicing Agreement.


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the
Certificate Register only upon surrender of this Certificate




    	 	A-14-5	 



     


    

for registration of Transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


Subject to the terms of the
Pooling and Servicing Agreement, the Class D Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations
of $100,000 initial Certificate Balance, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing
an additional amount equal to the remainder of the initial Certificate Balance of such Class.


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer
to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate
Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate
Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent of any of them, shall be affected by any notice to
the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


(i)                             to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


(ii)                          to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust
or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions
therein or to correct any error;


(iii)                       to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency
with respect to such amendment;


(iv)                       to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such
action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


(v)                          to modify, eliminate or add to the provisions of Section 5.03(p) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of




    	 	A-14-6	 



     


    

the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any
of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified
Organization or a Disqualified Non-U.S. Tax Person;


(vi)                      to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion
of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


(vii)                   to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely
affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by
an Opinion of Counsel;


(viii)                to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing
Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to conform to such industry standard,
(b) such modification does not cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced
Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade,
withdrawal or qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


(ix)                        to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from
each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice
of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


(x)                           to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or


(xi)                        to modify, eliminate or add to any of its provisions in the event Regulation RR or any other regulations applicable to the risk
retention requirements for this securitization transaction are amended or




    	 	A-14-7	 



     


    

repealed, to the extent required to comply
with any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal,
in each case as evidenced by an Opinion of Counsel; provided that no such modification, elimination or addition may change in any
manner the rights or obligations of the Park West Village Third Party Purchaser under this Agreement or the related risk retention agreement
without the consent of the Park West Village Third Party Purchaser.


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any
Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor under any Mortgage Loan Purchase Agreement or otherwise
or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or
related guarantor or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment
shall:


(i)                             reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Trust Subordinate Companion
Loan that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are
required to be distributed to a Companion Holder without the consent of such Companion Holder; or


(ii)                          reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then outstanding or such Companion Holders, as applicable; or


(iii)                       adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


(iv)                      change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller,
related Additional Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise or change any rights
of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller, related Additional Repurchase Obligor or related guarantor; or


(v)                         amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect
to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor
Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing
Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of
the Trust Fund or any




    	 	A-14-8	 



     


    

Trust REMIC, or cause any Trust REMIC to fail
to qualify as a REMIC under the relevant provisions of the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may
be made that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any Intercreditor Agreement
or that otherwise materially and adversely affects the holder of a Companion Loan without the consent of the holder of the related Companion
Loan(s).


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order of priority,
at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of
the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion Loan and the Trust’s portion of each
REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans.


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class E Certificates are
no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master Servicer,
to exchange all of the outstanding Certificates (other than the Class R Certificates together with the payment or deemed payment of the
Termination Purchase Amount) for all of the Mortgage Loans, the Trust Subordinate Companion Loan and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


The obligations created by
the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust
due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


Unless the certificate of
authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans or Trust Subordinate Companion
Loan.


THIS CERTIFICATE AND THE
POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    	 	A-14-9	 



     


    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


	 	 	 
	 	COMPUTERSHARE TRUST COMPANY,

                                                                NATIONAL ASSOCIATION, not in its

                                                                individual capacity but solely as Certificate

                                                                Registrar under the Pooling and Servicing

                                                                Agreement

	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY



		Dated:	September 8, 2022



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF THE CLASS
D CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.




	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, 
 NATIONAL ASSOCIATION, as

                                                                Authenticating Agent

	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY



 




    	 	A-14-10	 



     


    

ABBREVIATIONS


The following abbreviations, when used in the
inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or
regulations:


 


	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________ Custodian
	TEN ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of	Under Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	common	Act __________________________
	 	 		(State)


Additional abbreviations
may also be used though not in the above list.


 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 







 



(Please
insert Social Security or other identifying number of Assignee)


 







 



(Please
print or typewrite name and address of assignee)


 






 



the within Certificate and does hereby or irrevocably
constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust, with full power of substitution
in the premises.


 


	Dated:                                 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


 


 


 





	 	 
	SIGNATURE GUARANTEED	 


The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.


 




    	 	A-14-11	 



     


    

DISTRIBUTION INSTRUCTIONS


The assignee should include
the following for purposes of distribution:


Distributions shall be made,
by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of __________________________________
account number _______________ or, if mailed by check, to _______________________________________. Statements should be mailed to _______________________________________________________________.
This information is provided by assignee named above, or ______________________________, as its agent.




    	 	A-14-12	 



     


    

EXHIBIT A-15


FORM OF CLASS E CERTIFICATE


CLASS E


BBCMS MORTGAGE TRUST 2022-C17


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


SERIES 2022-C17, CLASS E


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN
MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE
BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGORS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE
INITIAL PURCHASERS, THE LOAN-SPECIFIC INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS NOR THE TRUST SUBORDINATE




 









	1   Temporary Regulation S Book-Entry Certificate legend.



	2   Legend required as long as DTC is the Depository under the Pooling and Servicing
  Agreement.






	3   Book-Entry Certificate legend.


 



    	 	A-15-1	 



     


    

COMPANION LOAN ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT (“RULE 144A”) TO A PERSON THAT
THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION”,
AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTION THAT
IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT
(“REGULATION D”) OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE
MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D (COLLECTIVELY, “INSTITUTIONAL ACCREDITED INVESTORS”), AND
(B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


THE PORTION OF THE CERTIFICATE BALANCE OF
THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE
PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE
ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION
OF THE POOLED PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH
BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.


THIS CERTIFICATE IS SUBORDINATED TO THE
CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-D, CLASS X-F, CLASS A-S, CLASS B, CLASS
C AND CLASS D CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 




    	 	A-15-2	 



     


    

 


	
    PASS-THROUGH RATE: 2.50000% per annum

    DENOMINATION: $[      ]

    DATE OF POOLING AND SERVICING 

AGREEMENT: AS OF SEPTEMBER 1, 2022

    CUT-OFF DATE: AS SET FORTH IN THE 

POOLING AND SERVICING AGREEMENT
    (AS

 DEFINED HEREIN)

    CLOSING DATE: SEPTEMBER 8, 2022

    FIRST DISTRIBUTION DATE:

    OCTOBER 17, 2022

    APPROXIMATE AGGREGATE

    CERTIFICATE BALANCE

    OF THE CLASS E CERTIFICATES

    AS OF THE CLOSING DATE: $23,756,000
	
    MASTER SERVICER: KEYBANK NATIONAL


    ASSOCIATION

    SPECIAL SERVICER: ARGENTIC SERVICES
    

COMPANY LP

    PARK WEST VILLAGE SPECIAL SERVICER: 

KEYBANK
    NATIONAL ASSOCIATION

    TRUSTEE: WILMINGTON TRUST, NATIONAL

 ASSOCIATION

    CERTIFICATE ADMINISTRATOR: 

COMPUTERSHARE
    TRUST 

COMPANY, NATIONAL 

ASSOCIATION

    OPERATING
    ADVISOR: PENTALPHA 

SURVEILLANCE LLC

    ASSET REPRESENTATIONS REVIEWER: 

PENTALPHA
    SURVEILLANCE 

LLC

    CUSIP NO.: 054976AT2

    ISIN NO.: US054976AT204

    

    CUSIP NO.: U0738LAD1

    ISIN NO.: USU0738LAD115

    

    CUSIP NO.: 054976AU9

    ISIN NO.: US054976AU926

    CERTIFICATE NO.: [E-1] [E-S-1]

	 	 


 

 









4 For Certificate sold in reliance on Rule 144A only.




5 For Regulation S Global Certificate only.







6 For IAI Definitive Certificate only.



 





    	 	A-15-3	 



     


    

CLASS E CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and a separate
subordinate interest in one commercial mortgage loan (the “Trust Subordinate Companion Loan”), all payments on or collections
in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after the Cut-off Date, all REO Properties and revenues
received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or
other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loan and such amounts as shall from time to time
be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Park West Village Gain-on-Sale Reserve
Account, the Gain-on-Sale Reserve Account, the Park West Village Excess Collections Reserve Account and the REO Accounts, formed and sold
by


BARCLAYS COMMERCIAL MORTGAGE SECURITIES
LLC


THIS CERTIFIES THAT CEDE & CO. is the registered
owner of the interest evidenced by this Certificate in the Class E Certificates issued by the Trust created pursuant to the Pooling and
Servicing Agreement, dated and effective as of September 1, 2022 (the “Pooling and Servicing Agreement”), between Barclays
Commercial Mortgage Securities LLC (hereinafter called the “Depositor”, which term includes any successor entity under
the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement
is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in
the Pooling and Servicing Agreement.


This Certificate is one of
a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”)
and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of
the Class E Certificates. The Certificates are designated as the BBCMS Mortgage Trust 2022-C17, Commercial Mortgage Pass-Through Certificates,
Series 2022-C17 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will
evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.


This Certificate does not
purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate
Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement,
to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents
and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified
in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”). Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on
or measured by income.


Pursuant to the terms of
the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered
as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented
by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class
of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private debts.




    	 	A-15-4	 



     


    

Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating
to such Distribution Date at the Class E Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal
to this Certificate’s pro rata share of the Pooled Available Funds to be distributed on the Certificates of this Class as
of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing
Agreement.


Realized Losses and certain
other amounts on the Mortgage Loans and the Trust Subordinate Companion Loan shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans and the Trust
Subordinate Companion Loan allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates
of such Class.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution
Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement
and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts)
will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments in accordance
with Section 3.06 of the Pooling and Servicing Agreement. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans, and the Trust
Subordinate Companion Loan and administration of the Trust.


All distributions under the
Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such
Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined
without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like
manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(l) of the Pooling and
Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation
in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall
not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact
the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject
to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(l) of the Pooling and Servicing Agreement.


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the
Certificate Register only upon surrender of this Certificate




    	 	A-15-5	 



     


    

for registration of Transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


Subject to the terms of the
Pooling and Servicing Agreement, the Class E Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations
of $100,000 initial Certificate Balance, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing
an additional amount equal to the remainder of the initial Certificate Balance of such Class.


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer
to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate
Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate
Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent of any of them, shall be affected by any notice to
the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


(i)                             to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


(ii)                       
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust
or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions
therein or to correct any error;


(iii)                       to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency
with respect to such amendment;


(iv)                      to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such
action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


(v)                         to modify, eliminate or add to the provisions of Section 5.03(p) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of




    	 	A-15-6	 



     


    

the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any
of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified
Organization or a Disqualified Non-U.S. Tax Person;


(vi)                      to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion
of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


(vii)                   to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely
affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by
an Opinion of Counsel;


(viii)                to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing
Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to conform to such industry standard,
(b) such modification does not cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced
Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade,
withdrawal or qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


(ix)                        to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from
each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice
of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


(x)                           to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or


(xi)                        to modify, eliminate or add to any of its provisions in the event Regulation RR or any other regulations applicable to the risk
retention requirements for this securitization transaction are amended or




    	 	A-15-7	 



     


    

repealed, to the extent required to comply
with any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal,
in each case as evidenced by an Opinion of Counsel; provided that no such modification, elimination or addition may change in any
manner the rights or obligations of the Park West Village Third Party Purchaser under this Agreement or the related risk retention agreement
without the consent of the Park West Village Third Party Purchaser.


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any
Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor under any Mortgage Loan Purchase Agreement or otherwise
or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or
related guarantor or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment
shall:


(i)                             reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Trust Subordinate Companion
Loan that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are
required to be distributed to a Companion Holder without the consent of such Companion Holder; or


(ii)                          reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then outstanding or such Companion Holders, as applicable; or


(iii)                       adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


(iv)                      change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller,
related Additional Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise or change any rights
of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller, related Additional Repurchase Obligor or related guarantor; or


(v)                         amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect
to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor
Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing
Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of
the Trust Fund or any




    	 	A-15-8	 



     


    

Trust REMIC, or cause any Trust REMIC to fail
to qualify as a REMIC under the relevant provisions of the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may
be made that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any Intercreditor Agreement
or that otherwise materially and adversely affects the holder of a Companion Loan without the consent of the holder of the related Companion
Loan(s).


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order of priority,
at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of
the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion Loan and the Trust’s portion of each
REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans.


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class E Certificates are
no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master Servicer,
to exchange all of the outstanding Certificates (other than the Class R Certificates together with the payment or deemed payment of the
Termination Purchase Amount) for all of the Mortgage Loans, the Trust Subordinate Companion Loan and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


The obligations created by
the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust
due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


Unless the certificate of
authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans or Trust Subordinate Companion
Loan.


THIS CERTIFICATE AND THE
POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    	 	A-15-9	 



     


    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


	 	 	 
	 	COMPUTERSHARE TRUST COMPANY,

                                                                NATIONAL ASSOCIATION, not in its

                                                                individual capacity but solely as Certificate

                                                                Registrar under the Pooling and Servicing

                                                                Agreement

	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY



		Dated:	September 8, 2022



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF THE CLASS
E CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, 
 NATIONAL ASSOCIATION, as

                                                                Authenticating Agent

	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY



 




    	 	A-15-10	 



     


    

ABBREVIATIONS


The following abbreviations, when used in the
inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or
regulations:


 


	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________ Custodian
	TEN ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of	Under Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	common	Act __________________________
	 	 		(State)


Additional abbreviations
may also be used though not in the above list.


 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 







 



(Please
insert Social Security or other identifying number of Assignee)


 







 



(Please
print or typewrite name and address of assignee)


 






 



the within Certificate and does hereby or irrevocably
constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust, with full power of substitution
in the premises.


 


	Dated:                                 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


 


 


 





	 	 
	SIGNATURE GUARANTEED	 


The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.


 




    	 	A-15-11	 



     


    

DISTRIBUTION INSTRUCTIONS


The assignee should include
the following for purposes of distribution:


Distributions shall be made,
by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of __________________________________
account number _______________ or, if mailed by check, to _______________________________________. Statements should be mailed to _______________________________________________________________.
This information is provided by assignee named above, or ______________________________, as its agent.




    	 	A-15-12	 



     


    

EXHIBIT A-16


FORM OF CLASS F CERTIFICATE


CLASS F


BBCMS MORTGAGE TRUST 2022-C17


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


SERIES 2022-C17, CLASS F


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN
MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE
BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGORS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE
INITIAL PURCHASERS, THE LOAN-SPECIFIC INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS NOR THE TRUST SUBORDINATE





 



	 1  	Temporary Regulation S Book-Entry Certificate legend.




	2	Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.




	3	Book-Entry Certificate legend.






 




    	 	A-16-1	 



     


    

COMPANION LOAN ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT (“RULE 144A”) TO A PERSON THAT
THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION”,
AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTION THAT
IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT
(“REGULATION D”) OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE
MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D (COLLECTIVELY, “INSTITUTIONAL ACCREDITED INVESTORS”), AND
(B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE
BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS,
TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR
LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING
ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH PLAN OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION
§ 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE
COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS
I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION,
HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY
PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT
VIOLATION OF SIMILAR LAW.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


THE PORTION OF THE CERTIFICATE BALANCE OF
THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE
PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS FOR




    	 	A-16-2	 



     


    

NONRECOVERABLE ADVANCES (PLUS INTEREST
THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE POOLED
PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.


THIS CERTIFICATE IS SUBORDINATED TO THE
CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS A-S, CLASS B, CLASS C, CLASS X-D, CLASS
X-F, CLASS D AND CLASS E CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 




    	 	A-16-3	 



     


    

 


	
    PASS-THROUGH RATE: 2.50000% per annum

    DENOMINATION: $[      ]

    DATE OF POOLING AND SERVICING 

AGREEMENT: AS OF SEPTEMBER 1, 2022

    CUT-OFF DATE: AS SET FORTH IN THE 

POOLING AND SERVICING AGREEMENT
    (AS

 DEFINED HEREIN)

    CLOSING DATE: SEPTEMBER 8, 2022

    FIRST DISTRIBUTION DATE:

    OCTOBER 17, 2022

    APPROXIMATE AGGREGATE

    CERTIFICATE BALANCE

    OF THE CLASS F CERTIFICATES

    AS OF THE CLOSING DATE: $20,362,000
	
    MASTER SERVICER: KEYBANK NATIONAL


    ASSOCIATION

    SPECIAL SERVICER: ARGENTIC SERVICES
    

COMPANY LP

    PARK WEST VILLAGE SPECIAL SERVICER: KEYBANK
    NATIONAL ASSOCIATION

    TRUSTEE: WILMINGTON TRUST, NATIONAL ASSOCIATION

    CERTIFICATE ADMINISTRATOR: 

COMPUTERSHARE
    TRUST 

COMPANY, NATIONAL 

ASSOCIATION

    OPERATING
    ADVISOR: PENTALPHA 

SURVEILLANCE LLC

    ASSET REPRESENTATIONS REVIEWER: 

PENTALPHA
    SURVEILLANCE 

LLC

    CUSIP NO.: 054976AV7

    ISIN NO.: US054976AV754

    

    CUSIP NO.: U0738LAE9

    ISIN NO.: USU0738LAE935

    

    CUSIP NO.: 054976AW5

    ISIN NO.: US054976AW586

    CERTIFICATE NO.: [F-1] [F-S-1]

	 	 





 



 


4 For Certificate sold in reliance on Rule 144A only.


5 For Regulation S Global Certificate only.


6 For IAI Definitive Certificate only.



    	 	A-16-4	 



     


    

CLASS F CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and a separate
subordinate interest in one commercial mortgage loan (the “Trust Subordinate Companion Loan”), all payments on or collections
in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after the Cut-off Date, all REO Properties and revenues
received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or
other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loan and such amounts as shall from time to time
be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Park West Village Gain-on-Sale Reserve
Account, the Gain-on-Sale Reserve Account, the Park West Village Excess Collections Reserve Account and the REO Accounts, formed and sold
by


BARCLAYS COMMERCIAL MORTGAGE SECURITIES
LLC


THIS CERTIFIES THAT CEDE & CO. is the registered
owner of the interest evidenced by this Certificate in the Class F Certificates issued by the Trust created pursuant to the Pooling and
Servicing Agreement, dated and effective as of September 1, 2022 (the “Pooling and Servicing Agreement”), between Barclays
Commercial Mortgage Securities LLC (hereinafter called the “Depositor”, which term includes any successor entity under
the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement
is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in
the Pooling and Servicing Agreement.


This Certificate is one of
a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”)
and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of
the Class F Certificates. The Certificates are designated as the BBCMS Mortgage Trust 2022-C17, Commercial Mortgage Pass-Through Certificates,
Series 2022-C17 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will
evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.


This Certificate does not
purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate
Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement,
to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents
and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified
in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”). Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on
or measured by income.


Pursuant to the terms of
the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered
as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented
by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class
of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private debts.




    	 	A-16-5	 



     


    

Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating
to such Distribution Date at the Class F Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal
to this Certificate’s pro rata share of the Pooled Available Funds to be distributed on the Certificates of this Class as
of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing
Agreement.


Realized Losses and certain
other amounts on the Mortgage Loans and the Trust Subordinate Companion Loan shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans and the Trust
Subordinate Companion Loan allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates
of such Class.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution
Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement
and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts)
will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments in accordance
with Section 3.06 of the Pooling and Servicing Agreement. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans, and the Trust
Subordinate Companion Loan and administration of the Trust.


All distributions under the
Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such
Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined
without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like
manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(l) of the Pooling and
Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation
in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall
not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact
the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject
to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(l) of the Pooling and Servicing Agreement.


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the
Certificate Register only upon surrender of this Certificate




    	 	A-16-6	 



     


    

for registration of Transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


Subject to the terms of the
Pooling and Servicing Agreement, the Class F Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations
of $100,000 initial Certificate Balance, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing
an additional amount equal to the remainder of the initial Certificate Balance of such Class.


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer
to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate
Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate
Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent of any of them, shall be affected by any notice to
the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


(i)                             to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


(ii)                          to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust
or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions
therein or to correct any error;


(iii)                       to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency
with respect to such amendment;


(iv)                      to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such
action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


(v)                         to modify, eliminate or add to the provisions of Section 5.03(p) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of




    	 	A-16-7	 



     


    

the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any
of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified
Organization or a Disqualified Non-U.S. Tax Person;


(vi)                      to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion
of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


(vii)                   to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely
affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by
an Opinion of Counsel;


(viii)                to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing
Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to conform to such industry standard,
(b) such modification does not cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced
Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade,
withdrawal or qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


(ix)                        to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from
each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice
of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


(x)                           to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or


(xi)                        to modify, eliminate or add to any of its provisions in the event Regulation RR or any other regulations applicable to the risk
retention requirements for this securitization transaction are amended or




    	 	A-16-8	 



     


    

repealed, to the extent required to comply
with any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal,
in each case as evidenced by an Opinion of Counsel; provided that no such modification, elimination or addition may change in any
manner the rights or obligations of the Park West Village Third Party Purchaser under this Agreement or the related risk retention agreement
without the consent of the Park West Village Third Party Purchaser.


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any
Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor under any Mortgage Loan Purchase Agreement or otherwise
or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or
related guarantor or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment
shall:


(i)                             reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Trust Subordinate Companion
Loan that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are
required to be distributed to a Companion Holder without the consent of such Companion Holder; or


(ii)                          reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then outstanding or such Companion Holders, as applicable; or


(iii)                       adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


(iv)                      change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller,
related Additional Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise or change any rights
of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller, related Additional Repurchase Obligor or related guarantor; or


(v)                         amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect
to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor
Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing
Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of
the Trust Fund or any




    	 	A-16-9	 



     


    

Trust REMIC, or cause any Trust REMIC to fail
to qualify as a REMIC under the relevant provisions of the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may
be made that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any Intercreditor Agreement
or that otherwise materially and adversely affects the holder of a Companion Loan without the consent of the holder of the related Companion
Loan(s).


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order of priority,
at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of
the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion Loan and the Trust’s portion of each
REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans.


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class E Certificates are
no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master Servicer,
to exchange all of the outstanding Certificates (other than the Class R Certificates together with the payment or deemed payment of the
Termination Purchase Amount) for all of the Mortgage Loans, the Trust Subordinate Companion Loan and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


The obligations created by
the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust
due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


Unless the certificate of
authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans or Trust Subordinate Companion
Loan.


THIS CERTIFICATE AND THE
POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    	 	A-16-10	 



     


    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


	 	 	 
	 	COMPUTERSHARE TRUST COMPANY,

                                                                NATIONAL ASSOCIATION, not in its

                                                                individual capacity but solely as Certificate

                                                                Registrar under the Pooling and Servicing

                                                                Agreement

	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY



		Dated:	September 8, 2022



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF THE CLASS
F CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, 
 NATIONAL ASSOCIATION, as

                                                                Authenticating Agent

	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY



 




    	 	A-16-11	 



     


    

ABBREVIATIONS


The following abbreviations, when used in the
inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or
regulations:


 


	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________ Custodian
	TEN ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of	Under Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	common	Act __________________________
	 	 		(State)


Additional abbreviations
may also be used though not in the above list.


 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 







 



(Please
insert Social Security or other identifying number of Assignee)


 







 



(Please
print or typewrite name and address of assignee)


 






 



the within Certificate and does hereby or irrevocably
constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust, with full power of substitution
in the premises.


 


	Dated:                                 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


 


 


 





	 	 
	SIGNATURE GUARANTEED	 


The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.


 




    	 	A-16-12	 



     


    

DISTRIBUTION INSTRUCTIONS


The assignee should include
the following for purposes of distribution:


Distributions shall be made,
by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of __________________________________
account number _______________ or, if mailed by check, to _______________________________________. Statements should be mailed to _______________________________________________________________.
This information is provided by assignee named above, or ______________________________, as its agent.


 




    	 	A-16-13	 



     


    

EXHIBIT A-17


FORM OF CLASS G-RR CERTIFICATE


CLASS G-RR


BBCMS MORTGAGE TRUST 2022-C17


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


SERIES 2022-C17, CLASS G-RR


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN
MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE
BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


[FOR BOOK-ENTRY CERTIFICATES: UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


[FOR BOOK-ENTRY CERTIFICATES: TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR
SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE
IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGORS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE
INITIAL PURCHASERS, THE LOAN-SPECIFIC INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS NOR THE TRUST SUBORDINATE





 






	1	Temporary Regulation S Book-Entry Certificate legend.
	 	  




	2	Legend required as long as DTC is the Depository under
  the Pooling and Servicing Agreement.
	 	  




	3	Book-Entry Certificate legend.



 


 


 




    	 	A-17-1	 



     


    

COMPANION LOAN ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


THIS CERTIFICATE HAS NOT BEEN AND WILL NOT
BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN
SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING
FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE
ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND
IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTION THAT IS AN “ACCREDITED
INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (“REGULATION D”)
OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D (COLLECTIVELY, “INSTITUTIONAL ACCREDITED INVESTORS”), AND (B) IN EACH CASE IN ACCORDANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY
WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.


THIS CERTIFICATE MAY NOT BE PURCHASED BY
OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR
TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED
IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR
TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR
USING THE ASSETS OF SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) TO
ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL
BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH
RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND
DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.




    	 	A-17-2	 



     


    

THE PORTION OF THE CERTIFICATE BALANCE OF
THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE
PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE
ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION
OF THE POOLED PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH
BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.


THIS CERTIFICATE IS SUBORDINATED TO THE
CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS A-S, CLASS B, CLASS C, CLASS X-D, CLASS
X-F, CLASS D, CLASS E AND CLASS F CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.




    	 	A-17-3	 



     


    

 


	
    PASS-THROUGH RATE: VARIABLE IN 

ACCORDANCE WITH THE POOLING AND 

SERVICING
    AGREEMENT

    DENOMINATION: $[             ]

    DATE OF POOLING AND SERVICING 

AGREEMENT: AS OF SEPTEMBER 1, 2022

    CUT-OFF DATE: AS SET FORTH IN THE POOLING 

AND SERVICING AGREEMENT
    (AS DEFINED 

HEREIN)

    CLOSING DATE: SEPTEMBER 8, 2022

    FIRST DISTRIBUTION DATE:

    OCTOBER 17, 2022

    APPROXIMATE AGGREGATE CERTIFICATE 

BALANCE OF THE CLASS G-RR CERTIFICATES

    AS OF THE CLOSING DATE:

    $9,050,000
	
    MASTER SERVICER: KEYBANK NATIONAL

 ASSOCIATION

    SPECIAL SERVICER: ARGENTIC SERVICES 

COMPANY LP

    PARK WEST VILLAGE SPECIAL SERVICER: 

KEYBANK NATIONAL ASSOCIATION

    TRUSTEE: WILMINGTON TRUST, NATIONAL

 ASSOCIATION

    CERTIFICATE ADMINISTRATOR: 

COMPUTERSHARE TRUST COMPANY, 

NATIONAL
    ASSOCIATION

    OPERATING ADVISOR: PENTALPHA 

SURVEILLANCE LLC

    ASSET REPRESENTATIONS REVIEWER: 

PENTALPHA SURVEILLANCE LLC

    CUSIP NO.: 054976AX3

    ISIN NO.: US054976AX324

    

    CUSIP NO.: U0738LAF6

    ISIN NO.: USU0738LAF685

    

    CUSIP NO.: 054976AY1

    ISIN NO.: US054976AY156

    CERTIFICATE NO.: [G-RR-1] [G-RR-S-1]



   


 



4 For Certificate sold in reliance on Rule 144A only.


5 For Regulation S Global Certificate only.


6 For IAI Definitive Certificate only.


 



    	 	A-17-4	 



     


    

 



CLASS G-RR CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and a separate
subordinate interest in one commercial mortgage loan (the “Trust Subordinate Companion Loan”), all payments on or collections
in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after the Cut-off Date, all REO Properties and revenues
received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or
other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loan and such amounts as shall from time to time
be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Park West Village Gain-on-Sale Reserve
Account, the Gain-on-Sale Reserve Account, the Park West Village Excess Collections Reserve Account and the REO Accounts, formed and sold
by


BARCLAYS COMMERCIAL MORTGAGE SECURITIES
LLC


THIS CERTIFIES THAT CEDE & CO. is the registered
owner of the interest evidenced by this Certificate in the Class G-RR Certificates issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated and effective as of September 1, 2022 (the “Pooling and Servicing Agreement”), between
Barclays Commercial Mortgage Securities LLC (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing
Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned
thereto in the Pooling and Servicing Agreement.


This Certificate is one of
a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”)
and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of
the Class G-RR Certificates. The Certificates are designated as the BBCMS Mortgage Trust 2022-C17, Commercial Mortgage Pass-Through Certificates,
Series 2022-C17 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will
evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.


This Certificate does not
purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate
Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement,
to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents
and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified
in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”). Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on
or measured by income.


Pursuant to the terms of
the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered
as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented
by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class
of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable in the coin




    	 	A-17-5	 



     


    

or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private debts.


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating
to such Distribution Date at the Class G-RR Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal
to this Certificate’s pro rata share of the Pooled Available Funds to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing
Agreement.


Realized Losses and certain
other amounts on the Mortgage Loans and the Trust Subordinate Companion Loan shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans and the Trust
Subordinate Companion Loan allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such
Class.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution
Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement
and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts)
will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments in accordance
with Section 3.06 of the Pooling and Servicing Agreement. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans, and the Trust
Subordinate Companion Loan and administration of the Trust.


All distributions under the
Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions at least
five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder
at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard
to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like manner, but only
upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(l) of the Pooling and
Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation
in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall
not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact
the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject
to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(l) of the Pooling and Servicing Agreement.




    	 	A-17-6	 



     


    

As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the
Certificate Register only upon surrender of this Certificate for registration of Transfer at the office of the Certificate Registrar or
at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of
transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact
duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to
the designated transferee or transferees.


Subject to the terms of the
Pooling and Servicing Agreement, the Class G-RR Certificates will be issued in book-entry form through the facilities of DTC in minimum
denominations of $100,000 initial Certificate Balance, and in integral multiples of $1 in excess thereof, with one Certificate of each
such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer
to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate
Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate
Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent of any of them, shall be affected by any notice to
the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


(i)                                   to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision of the
Pooling and Servicing Agreement;


(ii)                                to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements made
in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or
the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions
therein or to correct any error;


(iii)                             to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that (a)
the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such change shall
not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel
at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect
to such amendment;


(iv)                            to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain the
qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such
action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;




    	 	A-17-7	 



     


    

(v)                               to
modify, eliminate or add to the provisions of Section 5.03(p) of the Pooling and Servicing Agreement or any other provision of the Pooling
and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined that such change shall
not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor)
to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


(vi)                            to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other
change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder or
any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion of
Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


(vii)                         to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies
and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its
then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided that such rating agency confirmation may be
considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely
affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by
an Opinion of Counsel;


(viii)                      to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing
Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to conform to such industry standard,
(b) such modification does not cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced
Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied in
the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25
of the Pooling and Servicing Agreement);


(ix)                              to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by (x) an
Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such
Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to the 17g-5
Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing
Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website;


(x)                                 to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with
the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or


(xi)                              to
modify, eliminate or add to any of its provisions in the event Regulation RR or any other regulations applicable to the risk retention
requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or
to modify or eliminate the provision related




    	 	A-17-8	 



     


    

to the risk retention requirements in the event
of such repeal, in each case as evidenced by an Opinion of Counsel; provided that no such modification, elimination or addition
may change in any manner the rights or obligations of the Park West Village Third Party Purchaser under this Agreement or the related
risk retention agreement without the consent of the Park West Village Third Party Purchaser.


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of
any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor under any Mortgage Loan Purchase Agreement or otherwise
or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or
related guarantor or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s
consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment shall:


(i)                                   reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Trust Subordinate Companion Loan that
are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are required
to be distributed to a Companion Holder without the consent of such Companion Holder; or


(ii)                                reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove the
requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates of such
Class then-outstanding or such Companion Holders, as applicable; or


(iii)                             adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then outstanding;
or


(iv)                            change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller, related Additional
Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller,
related Additional Repurchase Obligor or related guarantor; or


(v)                               amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating
Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be
considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor Agreement, the consent
of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing
Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of
the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code.




    	 	A-17-9	 



     


    

Furthermore, no amendment to the Pooling and
Servicing Agreement may be made that changes any provisions specifically required to be included in the Pooling and Servicing Agreement
by any Intercreditor Agreement or that otherwise materially and adversely affects the holder of a Companion Loan without the consent of
the holder of the related Companion Loan(s).


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order of priority,
at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of
the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion Loan and the Trust’s portion of each
REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans.


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class E Certificates are
no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates
(other than the Class R Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master Servicer, to exchange
all of the outstanding Certificates (other than the Class R Certificates together with the payment or deemed payment of the Termination
Purchase Amount) for all of the Mortgage Loans, the Trust Subordinate Companion Loan and each REO Property remaining in the Trust Fund
pursuant to the terms of the Pooling and Servicing Agreement.


The obligations created by
the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust
due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


Unless the certificate of
authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans or Trust Subordinate Companion
Loan.


THIS CERTIFICATE AND THE
POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.




    	 	A-17-10	 



     


    

 


 


 


 






    	 	A-17-11	 



     


    






IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


	 	 	 
	 	COMPUTERSHARE TRUST COMPANY,

                                                                NATIONAL ASSOCIATION, not in its

                                                                individual capacity but solely as Certificate

                                                                Registrar under the Pooling and Servicing

                                                                Agreement

	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY




		Dated:	September 8, 2022



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF THE CLASS
G-RR CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, 
 NATIONAL ASSOCIATION, as

                                                                Authenticating Agent

	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY



 


 




    	 	A-17-12	 



     


    

ABBREVIATIONS


The following abbreviations, when used in the
inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or
regulations:





	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________ Custodian
	TEN ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of	Under Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	common	Act __________________________
	 	 		(State)




Additional abbreviations
may also be used though not in the above list.


 


 



FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 







 



(Please
insert Social Security or other identifying number of Assignee)


 







 



(Please
print or typewrite name and address of assignee)


 






 





the within Certificate and does hereby or irrevocably
constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust, with full power of substitution
in the premises.





	Dated:                                 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


 


 





	 	 
	SIGNATURE GUARANTEED	 




The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.


 




    	 	A-17-13	 



     


    

DISTRIBUTION INSTRUCTIONS


The assignee should include
the following for purposes of distribution:


Distributions shall be made,
by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of __________________________________
account number _______________ or, if mailed by check, to _______________________________________. Statements should be mailed to _______________________________________________________________.
This information is provided by assignee named above, or ______________________________, as its agent.


 




    	 	A-17-14	 



     


    

EXHIBIT A-18


FORM OF CLASS H-RR CERTIFICATE


CLASS H-RR


BBCMS MORTGAGE TRUST 2022-C17


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


SERIES 2022-C17, CLASS H-RR


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN
MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE
BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


[FOR BOOK-ENTRY CERTIFICATES: UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


[FOR BOOK-ENTRY CERTIFICATES: TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR
SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE
IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGORS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE
INITIAL PURCHASERS, THE LOAN-SPECIFIC INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS NOR THE TRUST SUBORDINATE





 



	1	Temporary Regulation S Book-Entry Certificate legend.




	2	Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.




	3	Book-Entry Certificate legend.





    	 	A-18-1	 



     


    

COMPANION LOAN ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


THIS CERTIFICATE HAS NOT BEEN AND WILL NOT
BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN
SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING
FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE
ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND
IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTION THAT IS AN “ACCREDITED
INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (“REGULATION D”)
OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D (COLLECTIVELY, “INSTITUTIONAL ACCREDITED INVESTORS”), AND (B) IN EACH CASE IN ACCORDANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY
WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.


THIS CERTIFICATE MAY NOT BE PURCHASED BY
OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR
TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED
IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR
TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR
USING THE ASSETS OF SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) TO
ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL
BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH
RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND
DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.




    	 	A-18-2	 



     


    

THE PORTION OF THE CERTIFICATE BALANCE OF
THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE
PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE
ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION
OF THE POOLED PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH
BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.


THIS CERTIFICATE IS SUBORDINATED TO THE
CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS A-S, CLASS B, CLASS C, CLASS X-D, CLASS
X-F, CLASS D, CLASS E, CLASS F AND CLASS G-RR CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.




    	 	A-18-3	 



     


    




	
    PASS-THROUGH RATE: VARIABLE IN 

ACCORDANCE WITH THE POOLING AND 

SERVICING
    AGREEMENT

    DENOMINATION: $[                              ]

    DATE OF POOLING AND SERVICING 

AGREEMENT: AS OF SEPTEMBER 1, 2022

    CUT-OFF DATE: AS SET FORTH IN THE POOLING 

AND SERVICING AGREEMENT
    (AS DEFINED 

HEREIN)

    CLOSING DATE: SEPTEMBER 8, 2022

    FIRST DISTRIBUTION DATE:

    OCTOBER 17, 2022

    APPROXIMATE AGGREGATE CERTIFICATE 

BALANCE OF THE CLASS H-RR CERTIFICATES

    AS OF THE CLOSING DATE:

    $31,676,063
	
    MASTER SERVICER: KEYBANK NATIONAL

 ASSOCIATION

    SPECIAL SERVICER: ARGENTIC SERVICES 

COMPANY LP

    PARK WEST VILLAGE SPECIAL SERVICER: 

KEYBANK NATIONAL ASSOCIATION

    TRUSTEE: WILMINGTON TRUST, NATIONAL

 ASSOCIATION

    CERTIFICATE ADMINISTRATOR: 

COMPUTERSHARE TRUST COMPANY, 

NATIONAL
    ASSOCIATION

    OPERATING ADVISOR: PENTALPHA 

SURVEILLANCE LLC

    ASSET REPRESENTATIONS REVIEWER: 

PENTALPHA SURVEILLANCE LLC

    CUSIP NO.: 054976AZ8

    ISIN NO.: US054976AZ894

    

    CUSIP NO.: U0738LAG4

    ISIN NO.: USU0738LAG425

    

    CUSIP NO.: 054976BA2

    ISIN NO.: US054976BA206

    CERTIFICATE NO.: [H-RR-1] [H-RR-S-1]




 


 


 










 



4 For Certificate sold in reliance on Rule 144A only.


5 For Regulation S Global Certificate only.


6 For IAI Definitive Certificate only.







    	 	A-18-4	 



     


    



CLASS H-RR CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and a separate
subordinate interest in one commercial mortgage loan (the “Trust Subordinate Companion Loan”), all payments on or collections
in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after the Cut-off Date, all REO Properties and revenues
received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or
other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loan and such amounts as shall from time to time
be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Park West Village Gain-on-Sale Reserve
Account, the Gain-on-Sale Reserve Account, the Park West Village Excess Collections Reserve Account and the REO Accounts, formed and sold
by


BARCLAYS COMMERCIAL MORTGAGE SECURITIES
LLC


THIS CERTIFIES THAT CEDE & CO. is the registered
owner of the interest evidenced by this Certificate in the Class H-RR Certificates issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated and effective as of September 1, 2022 (the “Pooling and Servicing Agreement”), between
Barclays Commercial Mortgage Securities LLC (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing
Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned
thereto in the Pooling and Servicing Agreement.


This Certificate is one of
a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”)
and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of
the Class H-RR Certificates. The Certificates are designated as the BBCMS Mortgage Trust 2022-C17, Commercial Mortgage Pass-Through Certificates,
Series 2022-C17 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will
evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.


This Certificate does not
purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate
Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement,
to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents
and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified
in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”). Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on
or measured by income.


Pursuant to the terms of
the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered
as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented
by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class
of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable in the coin




    	 	A-18-5	 



     


    

or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private debts.


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating
to such Distribution Date at the Class H-RR Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal
to this Certificate’s pro rata share of the Pooled Available Funds to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing
Agreement.


Realized Losses and certain
other amounts on the Mortgage Loans and the Trust Subordinate Companion Loan shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans and the Trust
Subordinate Companion Loan allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such
Class.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution
Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement
and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts)
will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments in accordance
with Section 3.06 of the Pooling and Servicing Agreement. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans, and the Trust
Subordinate Companion Loan and administration of the Trust.


All distributions under the
Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions at least
five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder
at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard
to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like manner, but only
upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(l) of the Pooling and
Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation
in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall
not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact
the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject
to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(l) of the Pooling and Servicing Agreement.




    	 	A-18-6	 



     


    

As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the
Certificate Register only upon surrender of this Certificate for registration of Transfer at the office of the Certificate Registrar or
at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of
transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact
duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to
the designated transferee or transferees.


Subject to the terms of the
Pooling and Servicing Agreement, the Class H-RR Certificates will be issued in book-entry form through the facilities of DTC in minimum
denominations of $100,000 initial Certificate Balance, and in integral multiples of $1 in excess thereof, with one Certificate of each
such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer
to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate
Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate
Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent of any of them, shall be affected by any notice to
the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


(i)                                   to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision of the
Pooling and Servicing Agreement;


(ii)                                to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements made
in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or
the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions
therein or to correct any error;


(iii)                             to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that (a)
the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such change shall
not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel
at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect
to such amendment;


(iv)                            to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain the
qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such
action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;




    	 	A-18-7	 



     


    

(v)                               to
modify, eliminate or add to the provisions of Section 5.03(p) of the Pooling and Servicing Agreement or any other provision of the Pooling
and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined that such change shall
not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor)
to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


(vi)                            to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other
change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder or
any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion of
Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


(vii)                         to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies
and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its
then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided that such rating agency confirmation may be
considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely
affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by
an Opinion of Counsel;


(viii)                      to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing
Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to conform to such industry standard,
(b) such modification does not cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced
Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied in
the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25
of the Pooling and Servicing Agreement);


(ix)                              to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by (x) an
Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such
Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to the 17g-5
Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing
Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website;


(x)                                 to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with
the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or


(xi)                              to
modify, eliminate or add to any of its provisions in the event Regulation RR or any other regulations applicable to the risk retention
requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or
to modify or eliminate the provision related




    	 	A-18-8	 



     


    

to the risk retention requirements in the event
of such repeal, in each case as evidenced by an Opinion of Counsel; provided that no such modification, elimination or addition
may change in any manner the rights or obligations of the Park West Village Third Party Purchaser under this Agreement or the related
risk retention agreement without the consent of the Park West Village Third Party Purchaser.


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of
any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor under any Mortgage Loan Purchase Agreement or otherwise
or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or
related guarantor or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s
consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment shall:


(i)                                   reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Trust Subordinate Companion Loan that
are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are required
to be distributed to a Companion Holder without the consent of such Companion Holder; or


(ii)                                reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove the
requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates of such
Class then-outstanding or such Companion Holders, as applicable; or


(iii)                             adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then outstanding;
or


(iv)                            change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller, related Additional
Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller,
related Additional Repurchase Obligor or related guarantor; or


(v)                               amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating
Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be
considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor Agreement, the consent
of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing
Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of
the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code.




    	 	A-18-9	 



     


    

Furthermore, no amendment to the Pooling and
Servicing Agreement may be made that changes any provisions specifically required to be included in the Pooling and Servicing Agreement
by any Intercreditor Agreement or that otherwise materially and adversely affects the holder of a Companion Loan without the consent of
the holder of the related Companion Loan(s).


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order of priority,
at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of
the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion Loan and the Trust’s portion of each
REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans.


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class E Certificates are
no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates
(other than the Class R Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master Servicer, to exchange
all of the outstanding Certificates (other than the Class R Certificates together with the payment or deemed payment of the Termination
Purchase Amount) for all of the Mortgage Loans, the Trust Subordinate Companion Loan and each REO Property remaining in the Trust Fund
pursuant to the terms of the Pooling and Servicing Agreement.


The obligations created by
the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust
due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


Unless the certificate of
authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans or Trust Subordinate Companion
Loan.


THIS CERTIFICATE AND THE
POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.




    	 	A-18-10	 



     


    

 


 


 


 






    	 	A-18-11	 



     


    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY,

                                                                NATIONAL ASSOCIATION, not in its

                                                                individual capacity but solely as Certificate

                                                                Registrar under the Pooling and Servicing

                                                                Agreement

	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY



		Dated:	September 8, 2022



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF THE CLASS
H-RR CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, 
 NATIONAL ASSOCIATION, as

                                                                Authenticating Agent

	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY



 




    	 	A-18-12	 



     


    

ABBREVIATIONS


The following abbreviations, when used in the
inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or
regulations:





	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________ Custodian
	TEN ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of	Under Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	common	Act __________________________
	 	 		(State)


Additional abbreviations
may also be used though not in the above list.


 


 





FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 







 



(Please
insert Social Security or other identifying number of Assignee)


 







 



(Please
print or typewrite name and address of assignee)


 






 







the within Certificate and does hereby or irrevocably
constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust, with full power of substitution
in the premises.





	Dated:                                 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


 


 


 


	 	 
	SIGNATURE GUARANTEED	 





The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.


 




    	 	A-18-13	 



     


    

DISTRIBUTION INSTRUCTIONS


The assignee should include
the following for purposes of distribution:


Distributions shall be made,
by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of __________________________________
account number _______________ or, if mailed by check, to _______________________________________. Statements should be mailed to _______________________________________________________________.
This information is provided by assignee named above, or ______________________________, as its agent.


 


 


 


 




    	 	A-18-14	 



     


    

EXHIBIT A-19


FORM OF CLASS PWV-A CERTIFICATE


CLASS PWV-A


BBCMS MORTGAGE TRUST 2022-C17


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


SERIES 2022-C17, CLASS PWV-A


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN
MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGORS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS,
THE INITIAL PURCHASERS, THE LOAN-SPECIFIC INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS





 



1 Temporary Regulation S Book-Entry Certificate legend.


2 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


3 Book-Entry Certificate legend.



    	 	A-19-1	 



     


    

CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS NOR THE TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR
FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED
OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT
THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, OR (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION”
AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND
THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE TRUST SUBORDINATE COMPANION LOAN
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE TRUST SUBORDINATE
COMPANION LOAN THAT RESULTED IN A REDUCTION OF THE PARK WEST VILLAGE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE
OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE
BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.




    	 	A-19-2	 



     


    

 


	
    PASS-THROUGH RATE: VARIABLE IN 

ACCORDANCE WITH THE POOLING AND 

SERVICING
    AGREEMENT

    DENOMINATION: $[                             ]

    DATE OF POOLING AND SERVICING 

AGREEMENT: AS OF SEPTEMBER 1, 2022

    CUT-OFF DATE: AS SET FORTH IN THE POOLING 

AND SERVICING AGREEMENT
    (AS DEFINED 

HEREIN)

    CLOSING DATE: SEPTEMBER 8, 2022

    FIRST DISTRIBUTION DATE:

    OCTOBER 17, 2022

    APPROXIMATE AGGREGATE CERTIFICATE 

BALANCE OF THE CLASS PWV-A CERTIFICATES

    AS OF THE CLOSING DATE:

    $27,300,000
	
    MASTER SERVICER: KEYBANK NATIONAL

 ASSOCIATION

    SPECIAL SERVICER: ARGENTIC SERVICES 

COMPANY LP

    PARK WEST VILLAGE SPECIAL SERVICER: 

KEYBANK NATIONAL ASSOCIATION

    TRUSTEE: WILMINGTON TRUST, NATIONAL

 ASSOCIATION

    CERTIFICATE ADMINISTRATOR: 

COMPUTERSHARE TRUST COMPANY, 

NATIONAL
    ASSOCIATION

    OPERATING ADVISOR:

    PENTALPHA SURVEILLANCE LLC

    ASSET REPRESENTATIONS REVIEWER: 

PENTALPHA SURVEILLANCE LLC

    CUSIP NO.: 054976BD6

    ISIN NO.: US054976BD684

    

    CUSIP NO.: U0738LAJ8

    ISIN NO.: USU0738LAJ805

    CERTIFICATE NO.: [PWV-A-1][PWV-A-S-1]



 


 





 



4 For Certificate sold in reliance on Rule 144A
only.


5 For Regulation S Global Certificate only.



    	 	A-19-3	 



     


    

CLASS PWV-A CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and a separate
subordinate interest in one commercial mortgage loan (the “Trust Subordinate Companion Loan”), all payments on or collections
in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after the Cut-off Date, all REO Properties and revenues
received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or
other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loan and such amounts as shall from time to time
be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Park West Village Gain-on-Sale Reserve
Account, the Gain-on-Sale Reserve Account, the Park West Village Excess Collections Reserve Account and the REO Accounts, formed and sold
by


BARCLAYS COMMERCIAL MORTGAGE SECURITIES
LLC


THIS CERTIFIES THAT CEDE & CO. is the registered
owner of the interest evidenced by this Certificate in the Class PWV-A Certificates issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated and effective as of September 1, 2022 (the “Pooling and Servicing Agreement”), between
Barclays Commercial Mortgage Securities LLC (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing
Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned
thereto in the Pooling and Servicing Agreement.


This Certificate is one of
a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”)
and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of
the Class PWV-A Certificates. The Certificates are designated as the BBCMS Mortgage Trust 2022-C17, Commercial Mortgage Pass-Through Certificates,
Series 2022-C17 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will
evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.


This Certificate does not
purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate
Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement,
to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents
and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified
in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”). Each Holder of this Certificate,
by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the
preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


Pursuant to the terms of
the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered
as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by
this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class
of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private debts.




    	 	A-19-4	 



     


    

Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating
to such Distribution Date at the Class PWV-A Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal
to this Certificate’s pro rata share of the Park West Village Available Funds to be distributed on the Certificates of this Class
as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and
Servicing Agreement.


Realized Losses and certain
other amounts on the Mortgage Loans and the Trust Subordinate Companion Loan shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans and the Trust
Subordinate Companion Loan allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such
Class.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Trust Subordinate Companion Loan, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection
Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in
the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may
be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and Servicing Agreement. Interest or other investment
income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes
other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans, and the Trust Subordinate Companion Loan and administration of the Trust.


All distributions under the
Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions at least
five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder
at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard
to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like manner, but only
upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(l) of the Pooling and
Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation
in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall
not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact
the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject
to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(l) of the Pooling and Servicing Agreement.




    	 	A-19-5	 



     


    

As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the
Certificate Register only upon surrender of this Certificate for registration of Transfer at the office of the Certificate Registrar or
at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of
transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact
duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to
the designated transferee or transferees.


Subject to the terms of the
Pooling and Servicing Agreement, the Class PWV-A Certificates will be issued in book-entry form through the facilities of DTC in minimum
denominations of $100,000 initial Certificate Balance, and in integral multiples of $1 in excess thereof, with one Certificate of each
such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer
to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate
Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate
Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent of any of them, shall be affected by any notice to
the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


(i)                                   to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision of the
Pooling and Servicing Agreement;


(ii)                                to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements made
in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or
the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions
therein or to correct any error;


(iii)                             to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that
(a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such change
shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel
at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect
to such amendment;


(iv)                            to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain the
qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such
action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;




    	 	A-19-6	 



     


    

(v)                               to
modify, eliminate or add to the provisions of Section 5.03(p) of the Pooling and Servicing Agreement or any other provision of the Pooling
and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined that such change shall
not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor)
to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


(vi)                            to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other
change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder or
any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion of
Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


(vii)                         to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies
and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its
then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely affect in any material
respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


(viii)                      to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing
Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to conform to such industry standard,
(b) such modification does not cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced
Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied in
the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25
of the Pooling and Servicing Agreement);


(ix)                              to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by (x) an
Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such
Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to the 17g-5
Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing
Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website;


(x)                                 to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with
the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or


(xi)                              to
modify, eliminate or add to any of its provisions in the event Regulation RR or any other regulations applicable to the risk retention
requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or
to modify or eliminate the provision related




    	 	A-19-7	 



     


    

to the risk retention requirements in the event
of such repeal, in each case as evidenced by an Opinion of Counsel; provided that no such modification, elimination or addition
may change in any manner the rights or obligations of the Park West Village Third Party Purchaser under this Agreement or the related
risk retention agreement without the consent of the Park West Village Third Party Purchaser.


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any
Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor under any Mortgage Loan Purchase Agreement or otherwise
or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or
related guarantor or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment shall:


(i)                                   reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Trust Subordinate Companion Loan that
are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are required
to be distributed to a Companion Holder without the consent of such Companion Holder; or


(ii)                                reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove the
requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates of such
Class then-outstanding or such Companion Holders, as applicable; or


(iii)                             adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then outstanding;
or


(iv)                            change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller, related Additional
Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller,
related Additional Repurchase Obligor or related guarantor; or


(v)                               amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating
Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be
considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor Agreement, the consent
of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing
Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of
the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code.




    	 	A-19-8	 



     


    

Furthermore, no amendment to the Pooling and
Servicing Agreement may be made that changes any provisions specifically required to be included in the Pooling and Servicing Agreement
by any Intercreditor Agreement or that otherwise materially and adversely affects the holder of a Companion Loan without the consent of
the holder of the related Companion Loan(s).


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order of priority,
at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of
the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion Loan and the Trust’s portion of each
REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans.


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D
and Class E Certificates are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class R Certificates), the Sole Certificateholder shall have the right, with
the consent of the Master Servicer, to exchange all of the outstanding Certificates (other than the Class R Certificates together with
the payment or deemed payment of the Termination Purchase Amount) for all of the Mortgage Loans, the Trust Subordinate Companion Loan
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


The obligations created by
the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust
due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


Unless the certificate of
authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans or Trust Subordinate Companion
Loan.


THIS CERTIFICATE AND THE
POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.




    	 	A-19-9	 



     


    

IN WITNESS WHEREOF, the
Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY,

                                                                NATIONAL ASSOCIATION, not in its

                                                                individual capacity but solely as Certificate

                                                                Registrar under the Pooling and Servicing

                                                                Agreement

	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY



		Dated:	September 8, 2022



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF THE CLASS
PWV-A CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, 
 NATIONAL ASSOCIATION, as

                                                                Authenticating Agent

	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY



 




    	 	A-19-10	 



     


    

ABBREVIATIONS


The following abbreviations, when used in the
inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or
regulations:





	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________ Custodian
	TEN ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of	Under Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	common	Act __________________________
	 	 		(State)


Additional abbreviations
may also be used though not in the above list.


 


 





FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 







 



(Please
insert Social Security or other identifying number of Assignee)


 







 



(Please
print or typewrite name and address of assignee)


 






 







the within Certificate and does hereby or irrevocably
constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust, with full power of substitution
in the premises.





	Dated:                                 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.




 





	 	 
	SIGNATURE GUARANTEED	 



The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.


 




    	 	A-19-11	 



     


    

DISTRIBUTION INSTRUCTIONS


The assignee should include
the following for purposes of distribution:


Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of __________________________________ account number _______________
or, if mailed by check, to _______________________________________. Statements should be mailed to _______________________________________________________________.
This information is provided by assignee named above, or _______________________, as its agent.


 


 


 


 




    	 	A-19-12	 



     


    

EXHIBIT A-20


FORM OF CLASS PWV-B CERTIFICATE


CLASS PWV-B


BBCMS MORTGAGE TRUST 2022-C17


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


SERIES 2022-C17, CLASS PWV-B


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN
MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGORS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS,
THE INITIAL PURCHASERS, THE LOAN-SPECIFIC INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS





 



	1	Temporary Regulation S Book-Entry Certificate legend.




	2	Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.




	3	Book-Entry Certificate legend.





    	 	A-20-1	 



     


    

CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS NOR THE TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR
FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED
OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT
THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, OR (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION”
AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND
THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE TRUST SUBORDINATE COMPANION LOAN
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE TRUST SUBORDINATE
COMPANION LOAN THAT RESULTED IN A REDUCTION OF THE PARK WEST VILLAGE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE
OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE
BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.




    	 	A-20-2	 



     


    

 


	
    PASS-THROUGH RATE: VARIABLE IN 

ACCORDANCE WITH THE POOLING AND 

SERVICING
    AGREEMENT

    DENOMINATION: $[                              ]

    DATE OF POOLING AND SERVICING 

AGREEMENT: AS OF SEPTEMBER 1, 2022

    CUT-OFF DATE: AS SET FORTH IN THE POOLING 

AND SERVICING AGREEMENT
    (AS DEFINED 

HEREIN)

    CLOSING DATE: SEPTEMBER 8, 2022

    FIRST DISTRIBUTION DATE:

    OCTOBER 17, 2022

    APPROXIMATE AGGREGATE CERTIFICATE 

BALANCE OF THE CLASS PWV-B CERTIFICATES

    AS OF THE CLOSING DATE:

    $31,100,000
	
    MASTER SERVICER: KEYBANK NATIONAL

 ASSOCIATION

    SPECIAL SERVICER: ARGENTIC SERVICES 

COMPANY LP

    PARK WEST VILLAGE SPECIAL SERVICER: 

KEYBANK NATIONAL ASSOCIATION

    TRUSTEE: WILMINGTON TRUST, NATIONAL

 ASSOCIATION

    CERTIFICATE ADMINISTRATOR: 

COMPUTERSHARE TRUST COMPANY, 

NATIONAL
    ASSOCIATION

    OPERATING ADVISOR:

    PENTALPHA SURVEILLANCE LLC

    ASSET REPRESENTATIONS REVIEWER: 

PENTALPHA SURVEILLANCE LLC

    CUSIP NO.: 054976BF1

    ISIN NO.: US054976BF174

    

    CUSIP NO.: U0738LAK5

    ISIN NO.: USU0738LAK535

    CERTIFICATE NO.: [PWV-B-1][PWV-B-S-1]



 


 


 





 



4 For Certificate sold in reliance on Rule 144A
only.


5 For Regulation S Global Certificate only



    	 	A-20-3	 



     


    

CLASS PWV-B CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and a separate
subordinate interest in one commercial mortgage loan (the “Trust Subordinate Companion Loan”), all payments on or collections
in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after the Cut-off Date, all REO Properties and revenues
received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or
other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loan and such amounts as shall from time to time
be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Park West Village Gain-on-Sale Reserve
Account, the Gain-on-Sale Reserve Account, the Park West Village Excess Collections Reserve Account and the REO Accounts, formed and sold
by


BARCLAYS COMMERCIAL MORTGAGE SECURITIES
LLC


THIS CERTIFIES THAT CEDE & CO. is the registered
owner of the interest evidenced by this Certificate in the Class PWV-B Certificates issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated and effective as of September 1, 2022 (the “Pooling and Servicing Agreement”), among Barclays
Commercial Mortgage Securities LLC (hereinafter called the “Depositor”, which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement
is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in
the Pooling and Servicing Agreement.


This Certificate is one of
a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”)
and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of
the Class PWV-B Certificates. The Certificates are designated as the BBCMS Mortgage Trust 2022-C17, Commercial Mortgage Pass-Through Certificates,
Series 2022-C17 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will
evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.


This Certificate does not
purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate
Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement,
to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents
and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified
in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”). Each Holder of this Certificate,
by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the
preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


Pursuant to the terms of
the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered
as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by
this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class
of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private debts.




    	 	A-20-4	 



     


    

Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating
to such Distribution Date at the Class PWV-A Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal
to this Certificate’s pro rata share of the Park West Village Available Funds to be distributed on the Certificates of this Class
as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and
Servicing Agreement.


Realized Losses and certain
other amounts on the Mortgage Loans and the Trust Subordinate Companion Loan shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans and the Trust
Subordinate Companion Loan allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such
Class.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Trust Subordinate Companion Loan, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection
Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in
the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may
be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and Servicing Agreement. Interest or other
investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing
Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time
for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect
to the servicing of the Mortgage Loans, and the Trust Subordinate Companion Loan and administration of the Trust.


All distributions under the
Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions at least
five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder
at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard
to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like manner, but only
upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(l) of the Pooling and
Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation
in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall
not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact
the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject
to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(l) of the Pooling and Servicing Agreement.




    	 	A-20-5	 



     


    

As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the
Certificate Register only upon surrender of this Certificate for registration of Transfer at the office of the Certificate Registrar or
at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of
transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact
duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to
the designated transferee or transferees.


Subject to the terms of the
Pooling and Servicing Agreement, the Class PWV-B Certificates will be issued in book-entry form through the facilities of DTC in minimum
denominations of $100,000 initial Certificate Balance, and in integral multiples of $1 in excess thereof, with one Certificate of each
such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer
to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate
Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate
Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent of any of them, shall be affected by any notice to
the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


(i)                                   to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision of the
Pooling and Servicing Agreement;


(ii)                                to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements made
in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or
the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions
therein or to correct any error;


(iii)                             to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that (a)
the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such change shall
not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel
at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect
to such amendment;


(iv)                            to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain the
qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such
action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;




    	 	A-20-6	 



     


    

(v)                               to
modify, eliminate or add to the provisions of Section 5.03(p) of the Pooling and Servicing Agreement or any other provision of the Pooling
and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined that such change shall
not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor)
to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


(vi)                            to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other
change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder or
any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion of
Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


(vii)                         to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies
and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its
then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely affect in any material
respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


(viii)                      to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing
Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to conform to such industry standard,
(b) such modification does not cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced
Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied in
the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25
of the Pooling and Servicing Agreement);


(ix)                              to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by (x) an
Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such
Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to the 17g-5
Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing
Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website;


(x)                                 to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with
the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or


(xi)                              to
modify, eliminate or add to any of its provisions in the event Regulation RR or any other regulations applicable to the risk retention
requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or
to modify or eliminate the provision related




    	 	A-20-7	 



     


    

to the risk retention requirements in the event
of such repeal, in each case as evidenced by an Opinion of Counsel; provided that no such modification, elimination or addition
may change in any manner the rights or obligations of the Park West Village Third Party Purchaser under this Agreement or the related
risk retention agreement without the consent of the Park West Village Third Party Purchaser.


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any
Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor under any Mortgage Loan Purchase Agreement or otherwise
or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or
related guarantor or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment shall:


(i)                                   reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Trust Subordinate Companion Loan that
are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are required
to be distributed to a Companion Holder without the consent of such Companion Holder; or


(ii)                                reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove the
requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates of such
Class then-outstanding or such Companion Holders, as applicable; or


(iii)                             adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then outstanding;
or


(iv)                            change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller, related Additional
Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller,
related Additional Repurchase Obligor or related guarantor; or


(v)                               amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating
Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be
considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor Agreement, the consent
of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing
Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of
the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code.




    	 	A-20-8	 



     


    

Furthermore, no amendment to the Pooling and
Servicing Agreement may be made that changes any provisions specifically required to be included in the Pooling and Servicing Agreement
by any Intercreditor Agreement or that otherwise materially and adversely affects the holder of a Companion Loan without the consent of
the holder of the related Companion Loan(s).


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order of priority,
at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of
the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion Loan and the Trust’s portion of each
REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans.


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D
and Class E Certificates are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class R Certificates), the Sole Certificateholder shall have the right, with
the consent of the Master Servicer, to exchange all of the outstanding Certificates (other than the Class R Certificates together with
the payment or deemed payment of the Termination Purchase Amount) for all of the Mortgage Loans, the Trust Subordinate Companion Loan
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


The obligations created by
the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust
due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


Unless the certificate of
authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans or Trust Subordinate Companion
Loan.


THIS CERTIFICATE AND THE
POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.




    	 	A-20-9	 



     


    

IN WITNESS WHEREOF, the
Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY,

                                                                NATIONAL ASSOCIATION, not in its

                                                                individual capacity but solely as Certificate

                                                                Registrar under the Pooling and Servicing

                                                                Agreement

	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY



		Dated:	September 8, 2022



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF THE CLASS
PWV-B CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, 
 NATIONAL ASSOCIATION, as

                                                                Authenticating Agent

	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY



 




    	 	A-20-10	 



     


    

ABBREVIATIONS


The following abbreviations, when used in the
inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or
regulations:





	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________ Custodian
	TEN ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of	Under Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	common	Act __________________________
	 	 		(State)



Additional abbreviations
may also be used though not in the above list.


 


 





FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 







 



(Please
insert Social Security or other identifying number of Assignee)


 







 



(Please
print or typewrite name and address of assignee)


 






 







the within Certificate and does hereby or irrevocably
constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust, with full power of substitution
in the premises.





	Dated:                                 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.




 


 





	 	 
	SIGNATURE GUARANTEED	 



The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.


 




    	 	A-20-11	 



     


    

DISTRIBUTION INSTRUCTIONS


The assignee should include
the following for purposes of distribution:


Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of __________________________________ account number _______________
or, if mailed by check, to _______________________________________. Statements should be mailed to _______________________________________________________________.
This information is provided by assignee named above, or _______________________, as its agent.


 


 


 


 




    	 	A-20-12	 



     


    

EXHIBIT A-21


FORM OF CLASS PWV-RR CERTIFICATE


CLASS PWV-RR


BBCMS MORTGAGE TRUST 2022-C17


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


SERIES 2022-C17, CLASS PWV-RR


THIS CERTIFICATE IS INTENDED TO CONSTITUTE
PART OF AN “ELIGIBLE HORIZONTAL RESIDUAL INTEREST” (AS DEFINED IN REGULATION RR PROMULGATED UNDER SECTION 15G OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED), AND AS SUCH IS SUBJECT TO VARIOUS PROHIBITIONS ON HEDGING, TRANSFER AND FINANCING SET FORTH IN REGULATION
RR PROMULGATED UNDER SECTION 15G OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE INITIAL PURCHASER OF THIS CERTIFICATE, AND EACH
SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH
CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.


[FOR BOOK-ENTRY CERTIFICATES AND SOLELY
FOLLOWING THE TRANSFER RESTRICTION PERIOD: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]1


[FOR BOOK-ENTRY CERTIFICATES AND SOLELY
FOLLOWING THE TRANSFER RESTRICTION PERIOD: TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN
PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY
CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED
TO BELOW.]2


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGORS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE
INITIAL PURCHASERS, THE LOAN-SPECIFIC INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS NOR THE TRUST SUBORDINATE





 



	1	Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.




	2	Book-Entry Certificate legend.





    	 	A-21-1	 



     


    

COMPANION LOAN ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


THIS CERTIFICATE HAS NOT BEEN AND WILL NOT
BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN
SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING
FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE
ON RULE 144A, OR (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS DEFINED IN,
AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY
WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.


THIS CERTIFICATE MAY NOT BE PURCHASED BY
OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR
TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED
IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR
TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR
USING THE ASSETS OF SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) TO
ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL
BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH
RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND
DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


THE PORTION OF THE CERTIFICATE BALANCE OF
THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE
PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE




    	 	A-21-2	 



     


    

AND WILL BE INCREASED BY RECOVERIES ON
THE TRUST SUBORDINATE COMPANION LOAN FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL
COLLECTIONS ON THE TRUST SUBORDINATE COMPANION LOAN THAT RESULTED IN A REDUCTION OF THE PARK WEST VILLAGE PRINCIPAL DISTRIBUTION AMOUNT.
ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.




    	 	A-21-3	 



     


    

 


	
    PASS-THROUGH RATE: VARIABLE IN 

ACCORDANCE WITH THE POOLING AND 

SERVICING
    AGREEMENT

    DENOMINATION: $[                              ]

    DATE OF POOLING AND SERVICING 

AGREEMENT: AS OF SEPTEMBER 1, 2022

    CUT-OFF DATE: AS SET FORTH IN THE POOLING 

AND SERVICING AGREEMENT
    (AS DEFINED HEREIN)

    CLOSING DATE: SEPTEMBER 8, 2022

    FIRST DISTRIBUTION DATE:

    OCTOBER 17, 2022

    APPROXIMATE AGGREGATE CERTIFICATE

 BALANCE OF THE CLASS PWV-RR CERTIFICATES

    AS OF THE CLOSING DATE:

    $8,100,000
	
    MASTER SERVICER: KEYBANK NATIONAL

 ASSOCIATION

    SPECIAL SERVICER: ARGENTIC SERVICES 

COMPANY LP

    PARK WEST VILLAGE SPECIAL SERVICER: 

KEYBANK NATIONAL ASSOCIATION

    TRUSTEE: WILMINGTON TRUST, NATIONAL ASSOCIATION

    CERTIFICATE ADMINISTRATOR: 

COMPUTERSHARE TRUST COMPANY, 

NATIONAL
    ASSOCIATION

    OPERATING ADVISOR: PENTALPHA 

SURVEILLANCE LLC

    ASSET REPRESENTATIONS REVIEWER: 

PENTALPHA SURVEILLANCE LLC

    CUSIP NO.: 054976BH7

    ISIN NO.: US054976BH723

    

    CUSIP NO.: U0738LAL3

    ISIN NO.: USU0738LAL374

    CERTIFICATE NO.: [PWV-RR-1][PWV-RR-S-1]



 


 


 


 


 





 



3 For Certificate sold in reliance on Rule 144A
only.


4 For Regulation S Global Certificate only.



    	 	A-21-4	 



     


    

CLASS PWV-RR CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and a separate
subordinate interest in one commercial mortgage loan (the “Trust Subordinate Companion Loan”), all payments on or collections
in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after the Cut-off Date, all REO Properties and revenues
received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or
other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loan and such amounts as shall from time to time
be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Park West Village Gain-on-Sale Reserve
Account, the Gain-on-Sale Reserve Account, the Park West Village Excess Collections Reserve Account and the REO Accounts, formed and sold
by


BARCLAYS COMMERCIAL MORTGAGE SECURITIES
LLC


THIS CERTIFIES THAT Park
West Village HRR Grand Avenue Partners, LLC is the registered owner of the interest evidenced by this Certificate in the Class
PWV-RR Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated and effective as of September 1,
2022 (the “Pooling and Servicing Agreement”), between Barclays Commercial Mortgage Securities LLC (hereinafter called
the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer.
A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate is one of
a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”)
and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage
obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of
the Class PWV-RR Certificates. The Certificates are designated as the BBCMS Mortgage Trust 2022-C17, Commercial Mortgage Pass-Through
Certificates, Series 2022-C17 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.


This Certificate does not
purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate
Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement,
to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents
and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified
in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”). Each Holder of this Certificate,
by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the
preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


Pursuant to the terms of
the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered
as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by
this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class
of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable in the coin




    	 	A-21-5	 



     


    

or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private debts.


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating
to such Distribution Date at the Class PWV-A Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal
to this Certificate’s pro rata share of the Park West Village Available Funds to be distributed on the Certificates of this Class
as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and
Servicing Agreement.


Realized Losses and certain
other amounts on the Mortgage Loans and the Trust Subordinate Companion Loan shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans and the Trust
Subordinate Companion Loan allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such
Class.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Trust Subordinate Companion Loan, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection
Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in
the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may
be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and Servicing Agreement. Interest or other
investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing
Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time
for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect
to the servicing of the Mortgage Loans, and the Trust Subordinate Companion Loan and administration of the Trust.


All distributions under the
Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions at least
five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder
at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard
to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like manner, but only
upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(l) of the Pooling and
Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation
in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall
not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact
the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject
to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate




    	 	A-21-6	 



     


    

Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(l) of the Pooling and Servicing Agreement.


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the
Certificate Register only upon surrender of this Certificate for registration of Transfer at the office of the Certificate Registrar or
at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of
transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact
duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to
the designated transferee or transferees.


Subject to the terms of the
Pooling and Servicing Agreement, the Class PWV-RR Certificates will be issued in fully registered, certificated form in minimum denominations
of $100,000 initial Certificate Balance, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing
an additional amount equal to the remainder of the initial Certificate Balance of such Class.


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer
to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate
Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate
Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent of any of them, shall be affected by any notice to
the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


(i)                                   to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision of the
Pooling and Servicing Agreement;


(ii)                                to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements made
in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or
the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions
therein or to correct any error;


(iii)                             to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that (a)
the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such change shall
not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel
at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect
to such amendment;


(iv)                            to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain the
qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such
action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of




    	 	A-21-7	 



     


    

any such tax and (b) such action will not adversely
affect in any material respect the interests of any Certificateholder or Companion Holder;


(v)                               to
modify, eliminate or add to the provisions of Section 5.03(p) of the Pooling and Servicing Agreement or any other provision of the Pooling
and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined that such change shall
not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor)
to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


(vi)                            to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other
change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder or
any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion of
Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


(vii)                         to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies
and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its
then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely affect in any material
respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


(viii)                      to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing
Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to conform to such industry standard,
(b) such modification does not cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced
Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied in
the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25
of the Pooling and Servicing Agreement);


(ix)                              to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by (x) an
Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such
Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to the 17g-5
Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing
Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website;


(x)                                 to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with
the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or




    	 	A-21-8	 



     


    

(xi)                              to
modify, eliminate or add to any of its provisions in the event Regulation RR or any other regulations applicable to the risk retention
requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or
to modify or eliminate the provision related to the risk retention requirements in the event of such repeal, in each case as evidenced
by an Opinion of Counsel; provided that no such modification, elimination or addition may change in any manner the rights or obligations
of the Park West Village Third Party Purchaser under this Agreement or the related risk retention agreement without the consent of the
Park West Village Third Party Purchaser.


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any
Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor under any Mortgage Loan Purchase Agreement or otherwise
or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or
related guarantor or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment shall:


(i)                                   reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Trust Subordinate Companion Loan that
are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are required
to be distributed to a Companion Holder without the consent of such Companion Holder; or


(ii)                                reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove the
requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates of such
Class then-outstanding or such Companion Holders, as applicable; or


(iii)                             adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then outstanding;
or


(iv)                            change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller, related Additional
Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller,
related Additional Repurchase Obligor or related guarantor; or


(v)                               amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating
Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be
considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor Agreement, the consent
of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing
Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate




    	 	A-21-9	 



     


    

Administrator, the Operating Advisor, the Asset
Representations Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on
any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions
of the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically required
to be included in the Pooling and Servicing Agreement by any Intercreditor Agreement or that otherwise materially and adversely affects
the holder of a Companion Loan without the consent of the holder of the related Companion Loan(s).


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order of priority,
at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of
the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion Loan and the Trust’s portion of each
REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans.


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D
and Class E Certificates are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class R Certificates), the Sole Certificateholder shall have the right, with
the consent of the Master Servicer, to exchange all of the outstanding Certificates (other than the Class R Certificates together with
the payment or deemed payment of the Termination Purchase Amount) for all of the Mortgage Loans, the Trust Subordinate Companion Loan
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


The obligations created by
the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust
due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


Unless the certificate of
authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans or Trust Subordinate Companion
Loan.


THIS CERTIFICATE AND THE
POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.




    	 	A-21-10	 



     


    

 


 


 


 






    	 	A-21-11	 



     


    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY,

                                                                NATIONAL ASSOCIATION, not in its

                                                                individual capacity but solely as Certificate

                                                                Registrar under the Pooling and Servicing

                                                                Agreement

	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY



		Dated:	September 8, 2022



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF THE CLASS
PWV-RR CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, 
 NATIONAL ASSOCIATION, as

                                                                Authenticating Agent

	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 




    	 	A-21-12	 



     


    

ABBREVIATIONS


The following abbreviations, when used in the
inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or
regulations:





	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________ Custodian
	TEN ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of	Under Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	common	Act __________________________
	 	 		(State)




Additional abbreviations
may also be used though not in the above list.


 


 





FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 







 



(Please
insert Social Security or other identifying number of Assignee)


 







 



(Please
print or typewrite name and address of assignee)


 






 







the within Certificate and does hereby or irrevocably
constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust, with full power of substitution
in the premises.





	Dated:                                 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


 





	 	 
	SIGNATURE GUARANTEED	 




The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.


 




    	 	A-21-13	 



     


    

DISTRIBUTION INSTRUCTIONS


The assignee should include
the following for purposes of distribution:


Distributions shall be made,
by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of __________________________________
account number _______________ or, if mailed by check, to _______________________________________. Statements should be mailed to _______________________________________________________________.
This information is provided by assignee named above, or ______________________________, as its agent.


 


 


 




    	 	A-21-14	 



     


    

EXHIBIT A-22


FORM OF CLASS R CERTIFICATE


CLASS R


BBCMS MORTGAGE TRUST 2022-C17


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


SERIES 2022-C17, CLASS R


THIS CERTIFICATE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANY STATE SECURITIES LAWS OR THE LAWS OF ANY OTHER
JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
REGISTRATION UNDER THE SECURITIES ACT.


THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE
HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS
AND (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES
IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A.


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY
WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT
REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING AGREEMENT.


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGORS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE
INITIAL PURCHASERS, THE LOAN-SPECIFIC INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS NOR THE TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY
OR INSTRUMENTALITY OR PRIVATE INSURER.


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT
(“RULE 144A”) TO A PERSON THAT THE
HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, AND




    	 	A-22-1	 



     


    

(B) IN EACH CASE IN ACCORDANCE WITH
ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]


THIS CERTIFICATE MAY NOT BE PURCHASED BY
OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR
TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN
SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE
FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (INCLUDING
AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH PLAN OR PLANS AND THE APPLICATION
OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE.


THIS CERTIFICATE REPRESENTS THE “RESIDUAL
INTERESTS” IN THREE “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(2) AND 860D OF THE CODE. EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE
SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS, DISQUALIFIED NON-U.S. TAX PERSONS OR AGENTS OF EITHER,
AS SET FORTH IN SECTION 5.03 OF THE POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR,
THE CERTIFICATE ADMINISTRATOR AND THE TRUSTEE TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH
TERM IS DEFINED IN SECTION 860E(e)(5) OF THE CODE, OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED
ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE, (B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO PAY
ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C) IT UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS
OF CASH FLOWS GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE, (E) IT WILL
NOT CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING
OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. TAX PERSON AND (F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON
OR ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT
A PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY
PURPORTED TRANSFEREE. THIS CERTIFICATE REPRESENTS ONE OR MORE “NON-ECONOMIC RESIDUAL INTERESTS” AS DEFINED IN TREASURY REGULATIONS
SECTION 1.860E-1(c), AND THEREFORE, TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO SATISFY
A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY
ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE
AS SPECIFIED IN TREASURY REGULATIONS.




    	 	A-22-2	 



     


    

 


	
    PERCENTAGE INTEREST EVIDENCED BY 

THIS CERTIFICATE: [100%]

    DATE OF POOLING AND SERVICING 

AGREEMENT: AS OF SEPTEMBER 1, 2022

    CUT-OFF DATE: AS SET FORTH IN THE 

POOLING AND SERVICING AGREEMENT
    (AS 

DEFINED HEREIN)

    CLOSING DATE: SEPTEMBER 8, 2022

    FIRST DISTRIBUTION DATE:

    OCTOBER 17, 2022

    CLASS R PERCENTAGE INTEREST: [100%]
	
    MASTER SERVICER: KEYBANK NATIONAL


    ASSOCIATION

    SPECIAL SERVICER: ARGENTIC SERVICES
    COMPANY LP

    PARK WEST VILLAGE SPECIAL SERVICER: 

KEYBANK
    NATIONAL ASSOCIATION

    TRUSTEE: WILMINGTON TRUST, NATIONAL

 ASSOCIATION

    CERTIFICATE ADMINISTRATOR: 

COMPUTERSHARE
    TRUST

 COMPANY, NATIONAL

 ASSOCIATION

    OPERATING
    Advisor: PENTALPHA 

SURVEILLANCE LLC

    ASSET REPRESENTATIONS REVIEWER: 

PENTALPHA
    SURVEILLANCE LLC

    CUSIP NO.: 054976BB0

    ISIN NO.: US054976BB03

    CERTIFICATE NO.: R-1 



 


 




    	 	A-22-3	 



     


    

CLASS R CERTIFICATE


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and a separate
subordinate interest in one commercial mortgage loan (the “Trust Subordinate Companion Loan”), all payments on or collections
in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after the Cut-off Date, all REO Properties and revenues
received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or
other collateral as security for the Mortgage Loans and the Trust Subordinate Companion Loan and such amounts as shall from time to time
be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Park West Village Gain-on-Sale Reserve
Account, the Gain-on-Sale Reserve Account, the Park West Village Excess Collections Reserve Account and the REO Accounts, formed and sold
by


BARCLAYS COMMERCIAL MORTGAGE SECURITIES
LLC


THIS CERTIFIES THAT [___] is the registered
owner of the interest evidenced by this Certificate in the Class R Certificates issued by the Trust created pursuant to the Pooling and
Servicing Agreement, dated and effective as of September 1, 2022 (the “Pooling and Servicing Agreement”), between Barclays
Commercial Mortgage Securities LLC (hereinafter called the “Depositor”, which term includes any successor entity under
the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement
is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in
the Pooling and Servicing Agreement.


This Certificate is one of
a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”)
and representing an interest in the Class of Certificates specified on the face hereof equal to the percentage interest specified on the
face hereof. The Certificates are designated as the BBCMS Mortgage Trust 2022-C17, Commercial Mortgage Pass-Through Certificates, Series
2022-C17 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust Fund.


This Certificate does not
purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate
Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement,
to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents
and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified
in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.


This Class R Certificate
represents the “residual interests” in three “real estate mortgage investment conduits”, as those terms are defined,
respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”). Each Holder
of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes
imposed on or measured by income. The Certificate Administrator is hereby designated as the “partnership representative” (within
the meaning of Section 6223 of the Code) of each Trust REMIC. Each holder of this Certificate, by acceptance hereof, consents to the Certificate
Administrator making any elections allowed under the Code (a) to avoid the application of Section 6221 (or successor provision) to the
Trust REMICs and (b) to avoid payment by the Trust REMICs under Section 6225 of any tax, penalty, interest or other amount imposed under
the Code that would otherwise be imposed on a Holder of this Certificate. Each Holder of this Certificate, by acceptance hereof, agrees
to any such elections and to reasonably cooperate with the Certificate Administrator in connection with any such elections the Certificate
Administrator determines in its discretion are necessary or advisable.


Pursuant to the terms of
the Pooling and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate Administrator in an amount
equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) thereof and to the
extent and subject to the limitations set




    	 	A-22-4	 



     


    

forth in the Pooling and Servicing Agreement,
on the Distribution Date to the Person in whose name this Certificate is registered as of the related Record Date. All sums distributable
on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution
Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement
and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts)
will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments in accordance
with Section 3.06 of the Pooling and Servicing Agreement. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


All distributions under the
Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such
Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined
without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like
manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(l) of the Pooling and
Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation
in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall
not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact
the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject
to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(l) of the Pooling and Servicing Agreement.


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the
Certificate Register only upon surrender of this Certificate for registration of Transfer at the office of the Certificate Registrar or
at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of
transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact
duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to
the designated transferee or transferees.


Each Person who has or who
acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to
have agreed to be bound by the following provisions. The rights of each Person acquiring any Ownership Interest in a Class R Certificate
are expressly




    	 	A-22-5	 



     


    

subject to the following provisions: (A) no
Person holding or acquiring any Ownership Interest in a Class R Certificate shall be a Disqualified Organization or agent thereof (including
a nominee, middleman or similar person) (an “Agent”), a Plan or a Person acting on behalf of or using the assets of
a Plan (such Plan or Person, an “ERISA Prohibited Holder”) or a Disqualified Non-U.S. Tax Person and each Person acquiring
any Ownership Interest in a Class R Certificate shall promptly notify the Certificate Registrar of any change or impending change to such
status; (B) in connection with any proposed Transfer of any Ownership Interest in a Class R Certificate, the Certificate Registrar
shall require delivery to it, and no Transfer of any Class R Certificate shall be registered until the Certificate Registrar receives,
(I) an affidavit substantially in the form attached to the Pooling and Servicing Agreement as Exhibit D-1 (a “Transferee
Affidavit”) from the proposed Transferee, in form and substance satisfactory to the Certificate Registrar, representing and
warranting, among other things, that such Transferee is not a Disqualified Organization or Agent thereof or a Disqualified Non-U.S. Tax
Person, and that it has reviewed the provisions of Section 5.03(p) of the Pooling and Servicing Agreement and agrees to be bound
by them and (II) a representation letter, substantially in the form attached to the Pooling and Servicing Agreement as Exhibit F-2
from the proposed Transferee, in form and substance satisfactory to the Certificate Registrar, representing and warranting, among other
things, that such Transferee is not an ERISA Prohibited Holder; (C) notwithstanding the delivery of a Transferee Affidavit by a proposed
Transferee under clause (B) above, if the Certificate Registrar has actual knowledge that the proposed Transferee is a Disqualified
Organization or Agent thereof, an ERISA Prohibited Holder or a Disqualified Non-U.S. Tax Person, no Transfer of an Ownership Interest
in a Class R Certificate to such proposed Transferee shall be effected; and (D) each Person holding or acquiring any Ownership Interest
in a Class R Certificate shall agree (1) to require a Transferee Affidavit from any prospective Transferee to whom such Person attempts
to transfer its Ownership Interest in such Class R Certificate and (2) not to transfer its Ownership Interest in such Class R Certificate
unless it provides to the Certificate Registrar a letter substantially in the form attached to the Pooling and Servicing Agreement as
Exhibit D-2 certifying that, among other things, it has no actual knowledge or reason to know that the proposed Transferee’s
statements in such Transferee Affidavit are false.


The Class R Certificates
will be issued in fully registered, certificated form, in minimum percentage interests of 10% and integral multiples of 1% in excess thereof.


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer
to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate
Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate
Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat the Person
in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent of any of them, shall be affected by any notice to
the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


(i)                                   to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision of the
Pooling and Servicing Agreement;


(ii)                                to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust
or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions
therein or to correct any error;




    	 	A-22-6	 



     


    

(iii)                              to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date
and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in
writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


(iv)                            to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain the
qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such
action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


(v)                               to
modify, eliminate or add to the provisions of Section 5.03(p) of the Pooling and Servicing Agreement or any other provision of the Pooling
and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined that such change
shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor)
to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


(vi)                            to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other
change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion
of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


(vii)                         to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies
and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of
its then-current ratings of any Serviced Pari Passu Companion Loan Securities (provided that such rating agency confirmation may
be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely
affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by
an Opinion of Counsel;


(viii)                      to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing
Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to conform to such industry standard,
(b) such modification does not cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced
Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade,
withdrawal or qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied
in the same




    	 	A-22-7	 



     


    

manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


(ix)                              to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from
each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice
of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


(x)                                 to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with
the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or


(xi)                              to
modify, eliminate or add to any of its provisions in the event Regulation RR or any other regulations applicable to the risk retention
requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or
to modify or eliminate the provision related to the risk retention requirements in the event of such repeal, in each case as evidenced
by an Opinion of Counsel; provided that no such modification, elimination or addition may change in any manner the rights or obligations
of the Park West Village Third Party Purchaser under this Agreement or the related risk retention agreement without the consent of the
Park West Village Third Party Purchaser.


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any
Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor under any Mortgage Loan Purchase Agreement or otherwise
or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or
related guarantor or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment
shall:


(i)                                   reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Trust Subordinate Companion Loan that
are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are required
to be distributed to a Companion Holder without the consent of such Companion Holder; or


(ii)                                reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove the
requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates of such
Class then outstanding or such Companion Holders, as applicable; or


(iii)                             adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then outstanding;
or


(iv)                            change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller, related Additional
Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller,
related Additional Repurchase Obligor or related guarantor; or




    	 	A-22-8	 



     


    

(v)                               amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect
to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor
Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing
Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of
the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code. Furthermore,
no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically required to be included in the
Pooling and Servicing Agreement by any Intercreditor Agreement or that otherwise materially and adversely affects the holder of a Companion
Loan without the consent of the holder of the related Companion Loan(s).


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order of priority,
at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator and each of
the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan), the Trust Subordinate Companion Loan and the Trust’s portion of each
REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans.


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class E Certificates are
no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master Servicer,
to exchange all of the outstanding Certificates (other than the Class R Certificates together with the payment or deemed payment of the
Termination Purchase Amount) for all of the Mortgage Loans, the Trust Subordinate Companion Loan and each REO Property remaining in the
Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


The obligations created by
the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust
due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


Unless the certificate of
authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans or Trust Subordinate Companion
Loan.




    	 	A-22-9	 



     


    

THIS CERTIFICATE AND THE
POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    	 	A-22-10	 



     


    

IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY,

                                                                NATIONAL ASSOCIATION, not in its

                                                                individual capacity but solely as Certificate

                                                                Registrar under the Pooling and Servicing

                                                                Agreement

	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY



		Dated:	September 8, 2022



CERTIFICATE OF AUTHENTICATION


THIS IS ONE OF THE CLASS
R CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, 
 NATIONAL ASSOCIATION, as

                                                                Authenticating Agent

	 	 	 
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY



 




    	 	A-22-11	 



     


    

ABBREVIATIONS


The following abbreviations, when used in the
inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or
regulations:





	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________ Custodian
	TEN ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of	Under Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	common	Act __________________________
	 	 		(State)






Additional abbreviations
may also be used though not in the above list.


 


 





FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 







 



(Please
insert Social Security or other identifying number of Assignee)


 







 



(Please
print or typewrite name and address of assignee)


 






 





the within Certificate and does hereby or irrevocably
constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust, with full power of substitution
in the premises.





	Dated:                                 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 



The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.


 




    	 	A-22-12	 



     


    

DISTRIBUTION INSTRUCTIONS


The assignee should include
the following for purposes of distribution:


Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of __________________________________ account number _______________
or, if mailed by check, to _______________________________________. Statements should be mailed to _______________________________________________________________.
This information is provided by assignee named above, or ______________________________, as its agent.


 


 


 


 


 




    	 	A-22-13	 



     


    

 


 







EXHIBIT B


MORTGAGE LOAN SCHEDULE


 


 


 




    	 	Exhibit B-1	 



    


    


BBCMS Mortgage Trust 2022-C17

MORTGAGE LOAN SCHEDULE


 


	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	Sequence #	Seller	Property Name	Property Address	City	State	Zip Code	County	Property Type	Total SF/Units
	1	BMO	Park West Village	784, 788 and 792 Columbus Avenue	New York	NY	10025	New York	Multifamily	850
	2	AREF	The Garland Hotel	4222 Vineland Avenue	North Hollywood	CA	91602	Los Angeles	Hospitality	257
	3	LMF, Barclays	4141 NE 2nd Avenue	4141 Northeast 2nd Avenue	Miami	FL	33137	Miami-Dade	Mixed Use	112,896
	4	AREF	Chase St. & Cardone	Various	Various	Various	Various	Various	Industrial	1,759,500
	4.01	AREF	Chase St.	700 Chase Street	Gary	IN	46404	Lake	Industrial	1,091,914
	4.02	AREF	Cardone	5810 East Harrison Avenue	Harlingen	TX	78550	Cameron	Industrial	667,586
	5	SGFC, BMO	A&R Hospitality Portfolio	Various	Various	Various	Various	Various	Hospitality	724
	5.01	SGFC, BMO	Fairfield Inn Orange Beach	3111 Loop Road	Orange Beach	AL	36561	Baldwin	Hospitality	116
	5.02	SGFC, BMO	Beachside Gulf Shores	610 West Beach Boulevard	Gulf Shores	AL	36542	Baldwin	Hospitality	97
	5.03	SGFC, BMO	Home2Suites Mobile	5460 Inn Road	Mobile	AL	36619	Mobile	Hospitality	97
	5.04	SGFC, BMO	Home2Suites Daphne	8943 Sawwood Street	Daphne	AL	36527	Baldwin	Hospitality	89
	5.05	SGFC, BMO	Staybridge Suites Gulf Shores	3947 Gulf Shores Parkway	Gulf Shores	AL	36542	Baldwin	Hospitality	88
	5.06	SGFC, BMO	Gulf Shores Motel 6	3025 West 1st Street	Gulf Shores	AL	36542	Baldwin	Hospitality	60
	5.07	SGFC, BMO	Red Roof Pensacola	2591 Wilde Lake Boulevard	Pensacola	FL	32526	Escambia	Hospitality	74
	5.08	SGFC, BMO	Quality Inn Gulf Shores	213 West Fort Morgan Road	Gulf Shores	AL	36542	Baldwin	Hospitality	54
	5.09	SGFC, BMO	Red Roof Gulf Shores	3049 West 1st Street	Gulf Shores	AL	36542	Baldwin	Hospitality	49
	6	BSPRT	Hamilton Portfolio	Various	Chattanooga	TN	37421	Hamilton	Retail	473,274
	6.01	BSPRT	The Shoppes at Hamilton Place	2040 Hamilton Place Boulevard	Chattanooga	TN	37421	Hamilton	Retail	148,816
	6.02	BSPRT	The Terrace	2220 Hamilton Place Boulevard	Chattanooga	TN	37421	Hamilton	Retail	158,186
	6.03	BSPRT	Hamilton Corner	2115 Gunbarrel Road	Chattanooga	TN	37421	Hamilton	Retail	67,311
	6.04	BSPRT	Hamilton Crossing	2200 Hamilton Place Boulevard	Chattanooga	TN	37421	Hamilton	Retail	98,961
	7	KeyBank	Green Valley Corporate Center North	2275, 2285 and 2370 Corporate Circle	Henderson	NV	89074	Clark	Office	181,434
	8	Barclays	Autokiniton Industrial Portfolio	Various	Various	Various	Various	Various	Industrial	1,443,573
	8.01	Barclays	Autokiniton Industrial - Elkton	81 Drettmann Drive	Elkton	MI	48731	Huron	Industrial	1,027,033
	8.02	Barclays	Autokiniton Industrial - Bardstown	850 Withrow Court	Bardstown	KY	40004	Nelson	Industrial	416,540
	9	AREF	2100 Wharton Street	2100 Wharton Street	Pittsburgh	PA	15203	Allegheny	Office	241,305
	10	LMF	Chidlaw Building	2221 East Bijou Street	Colorado Springs	CO	80909	El Paso	Mixed Use	281,144
	11	UBS AG	3075 Olcott	3075 Olcott Street	Santa Clara	CA	95054	Santa Clara	Office	246,606
	12	KeyBank	InCommercial Portfolio	Various	Various	Various	Various	Various	Various	282,129
	12.01	KeyBank	Kohl's - St. Joseph	5505 North Belt Highway	Saint Joseph	MO	64506	Buchanan	Retail	88,799
	12.02	KeyBank	Walgreens - Birmingham	668 Lomb Avenue Southwest	Birmingham	AL	35211	Jefferson	Retail	13,650
	12.03	KeyBank	Columbus Dialysis Clinic	2724 Warm Springs Road	Columbus	GA	31904	Muscogee	Office	9,280
	12.04	KeyBank	Family Dollar/Dollar Tree - Hamilton	40055 Hamilton Road	Hamilton	MS	39746	Monroe	Retail	10,500
	12.05	KeyBank	Dollar General - Barren Springs	1690 Wysor Highway	Barren Springs	VA	24313	Wythe	Retail	9,002
	12.06	KeyBank	Family Dollar/Dollar Tree - Windsor	505 West Benton Street	Windsor	MO	65360	Henry	Retail	10,500
	12.07	KeyBank	Advance Auto Parts - Hamilton	1215 Main Street	Hamilton	OH	45013	Butler	Retail	7,000
	12.08	KeyBank	Dollar General - Geneva	4269 North Broadway	Geneva	OH	44041	Ashtabula	Retail	9,100
	12.09	KeyBank	Advance Auto Parts - Van Buren	2223 Fayetteville Road	Van Buren	AR	72956	Crawford	Retail	7,000
	12.10	KeyBank	Dollar General - Veguita	1407 NM Highway 304	Veguita	NM	87062	Socorro	Retail	9,026
	12.11	KeyBank	Dollar General - Fertile	11040 430th Street Southwest	Fertile	MN	56540	Polk	Retail	9,002
	12.12	KeyBank	Dollar General - Remer	302 Main Street West	Remer	MN	56672	Cass	Retail	9,026
	12.13	KeyBank	Dollar General - Roseville	497 State Highway 116	Roseville	IL	61473	Warren	Retail	9,100
	12.14	KeyBank	Dollar General - Newhall	10 1st Avenue	Newhall	IA	52315	Benton	Retail	9,100
	12.15	KeyBank	Dollar General - Frazee	301 4th Street Southwest	Frazee	MN	56544	Becker	Retail	7,489
	12.16	KeyBank	Dollar General - Woodson	705 State Highway 267	Woodson	IL	62695	Morgan	Retail	9,026
	12.17	KeyBank	Dollar General - Sloan	3312 Old Highway 75	Sloan	IA	51055	Woodbury	Retail	9,002
	12.18	KeyBank	Dollar General - Emily	20830 County Road 1	Emily	MN	56447	Crow Wing	Retail	9,026
	12.19	KeyBank	Dollar General - Bunker	300 Culler Avenue	Bunker	MO	63629	Reynolds	Retail	7,545
	12.20	KeyBank	Dollar General - Remsen	633 L14	Remsen	IA	51050	Plymouth	Retail	7,489
	12.21	KeyBank	Dollar General - Dallas City	1010 West 3rd Street	Dallas City	IL	62330	Hancock	Retail	7,489
	12.22	KeyBank	Dollar General - Dayton	403 3rd Street Northwest	Dayton	IA	50530	Webster	Retail	7,489
	12.23	KeyBank	Dollar General - Winnebago	701 Main Street South	Winnebago	MN	56098	Faribault	Retail	7,489
	13	BMO	Bell Works	101 Crawfords Corner Road	Holmdel	NJ	07733	Monmouth	Office	1,371,470
	14	KeyBank	KB Portfolio	Various	Various	Various	Various	Various	Various	283,488
	14.01	KeyBank	Walgreens - Las Vegas	2427 South Las Vegas Boulevard	Las Vegas	NV	89104	Clark	Retail	18,100
	14.02	KeyBank	Waystar Building	888 West Market Street	Louisville	KY	40202	Jefferson	Office	128,710
	14.03	KeyBank	Fresenius Kidney Care	14001 Osborne Street	Arleta	CA	91331	Los Angeles	Office	10,075
	14.04	KeyBank	Tower Health	2200 Conrad Weiser Parkway	Womelsdorf	PA	19567	Berks	Office	11,000
	14.05	KeyBank	New Orleans MOB	7030 Canal Boulevard	New Orleans	LA	70124	Orleans Parish	Office	21,619
	14.06	KeyBank	Penn State Health	4301 North 5th Street Highway	Temple	PA	19560	Berks	Office	14,200
	14.07	KeyBank	Carmichael MOB	1610 Maxwell Drive	Hudson	WI	54016	Saint Croix	Office	26,517
	14.08	KeyBank	Port Arthur Dialysis	3730 Dryden Road and 3723 Gulfway Drive	Port Arthur	TX	77642	Jefferson	Office	38,466
	14.09	KeyBank	Auburn Medical	45 Dartmouth Drive	Auburn	NH	03032	Rockingham	Office	7,704
	14.10	KeyBank	Berkley Eye Institute, PA	18545 West Lake Houston Parkway	Humble	TX	77346	Harris	Office	7,097
	15	KeyBank	Village Crossroads	514-590 North US Highway 27/441	Lady Lake	FL	32159	Lake	Retail	174,576
	16	BMO	Saks Fulfillment Center	250 Highland Park Boulevard	Wilkes Barre	PA	18702	Luzerne	Industrial	822,771
	17	AREF	The Overlook	6836 Bee Caves Road	Austin	TX	78746	Travis	Office	99,757
	18	AREF	Crossgates Commons	161 Washington Avenue Extension	Albany	NY	12205	Albany	Retail	438,814
	19	BMO	Yorkshire & Lexington Towers	Various	New York	NY	Various	New York	Multifamily	808
	19.01	BMO	Yorkshire Towers	305 East 86th Street	New York	NY	10028	New York	Multifamily	681
	19.02	BMO	Lexington Towers	160 East 88th Street	New York	NY	10128	New York	Multifamily	127
	20	Barclays	39 Broadway	39 Broadway	New York	NY	10006	New York	Office	450,583



 






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	Sequence #	Seller	Property Name	Property Address	City	State	Zip Code	County	Property Type	Total SF/Units
	21	BMO	3455 Veterans Memorial Highway	3455 Veterans Memorial Highway	Ronkonkoma	NY	11779	Suffolk	Office	151,730
	22	AREF	One South Church	1 South Church Avenue	Tucson	AZ	85701	Pima	Office	151,441
	23	BSPRT	Birnham Woods	3731 Riley Fuzzel Road	Spring 	TX	77386	Montgomery	Retail	89,826
	24	SGFC	Courtyard Sandestin	100 Grand Boulevard	Miramar Beach	FL	32550	Walton	Hospitality	174
	25	SGFC	Trolley Square Leased Fee	370 Hemingway Avenue	East Haven	CT	06512	New Haven	Other	115,319
	26	AREF	MHP Portfolio	Various	Various	Various	Various	Various	Manufactured Housing	780
	26.01	AREF	Watch E Kee & Sugar Creek	31-A Watch-E-Kee Drive and 1005 West Lafayette Street	Watseka	IL	60970	Iroquois	Manufactured Housing	110
	26.02	AREF	Canton Portfolio	115 Roxbury Avenue Northwest, 155 Marsden Avenue Southwest, 4334 Lincoln Way East and 4418 12th Street Northwest	Canton and Massillon	OH	44646, 44710 and 44708	Stark	Manufactured Housing	120
	26.03	AREF	Keokuk	3806 Main Street 	Keokuk	IA	52632	Lee	Manufactured Housing	127
	26.04	AREF	FMC	1418 Sandy Hollow Road	Rockford	IL	61109	Winnebago	Manufactured Housing	92
	26.05	AREF	Poplar	12400 West Axline Street	Fostoria	OH	44830	Seneca	Manufactured Housing	105
	26.06	AREF	Hummingbird Hill & Providential Crossing	17578 2770 East Street and 100 West Bureau Street	Princeton and Bureau Junction	IL	61356, 61315	Bureau	Manufactured Housing	104
	26.07	AREF	Eastwood	601 East Canal Street	Ansonia	OH	45303	Darke	Manufactured Housing	49
	26.08	AREF	Malvern	5051 and 5081 Citrus Road	Malvern	OH	44644	Carroll	Manufactured Housing	43
	26.09	AREF	Bronson	620 South Matteson Street	Bronson	MI	49028	Branch	Manufactured Housing	30
	27	SGFC	Residence Inn Sandestin	300 Grand Boulevard	Destin	FL	32550	Walton	Hospitality	119
	28	Barclays	ExchangeRight In-Line Retail Portfolio 2	Various	Various	Various	Various	Various	Retail	220,409
	28.01	Barclays	Madison Commons	300 Hughes Road	Madison	AL	35758	Madison	Retail	21,000
	28.02	Barclays	Clarkston Oaks	6631-6669 Dixie Highway	Clarkston	MI	48346	Oakland	Retail	29,849
	28.03	Barclays	Point Mallard Centre	2934 Point Mallard Parkway Southeast	Decatur	AL	35603	Morgan	Retail	16,800
	28.04	Barclays	Huber Heights	8280 Old Troy Pike	Huber Heights	OH	45424	Montgomery	Retail	52,228
	28.05	Barclays	West Park Square	1664, 1700-1872 West Park Square	Xenia	OH	45385	Greene	Retail	48,100
	28.06	Barclays	1160 Vann Drive	1160 Vann Drive	Jackson	TN	38305	Madison	Retail	10,800
	28.07	Barclays	Cornhusker Plaza	2601 Cornhusker Drive	South Sioux City	NE	68776	Dakota	Retail	17,125
	28.08	Barclays	Holbrook	800 South Franklin Street	Holbrook	MA	02343	Norfolk	Retail	6,077
	28.09	Barclays	Schnucks Farmington	942 Valley Creek Drive	Farmington	MO	63640	St. Francois	Retail	14,830
	28.10	Barclays	Hudson Corners	1024 West Hudson Boulevard	Gastonia	NC	28052	Gaston	Retail	3,600
	29	SGFC	15-19 W 116th Street	15-19 West 116th Street	New York	NY	10026	New York	Multifamily	38
	30	Barclays	Morton Village Plaza	998-1064 Old Country Road	Plainview	NY	11803	Nassau	Retail	115,552
	31	BSPRT	Cortez Village Townhomes	2101 Linda Sue Circle	Fort Pierce	FL	34982	St. Lucie	Multifamily	93
	32	BSPRT	The Shoppes at Eagle Point	1265 Interstate Drive	Cookeville	TN	38501	Putnam	Retail	228,041
	33	KeyBank	Store It All Texas Portfolio	Various	Laredo	TX	Various	Webb	Self Storage	105,800
	33.01	KeyBank	Store It All - Loop 20	1704 Owk Drive	Laredo	TX	78043	Webb	Self Storage	51,400
	33.02	KeyBank	Store It All - Del Norte	5115 San Francisco Avenue 	Laredo	TX	78041	Webb	Self Storage	54,400
	35	Barclays	Boucher Self Storage Portfolio	Various	Various	Various	Various	Various	Retail	115,850
	35.01	Barclays	APS Brookline South	63-71 New Hampshire Highway 13	Brookline	NH	03033	Hillsborough	Self Storage	35,300
	35.02	Barclays	APS Bradford	590 Waits River Road	Bradford	VT	05033	Orange	Self Storage	32,400
	35.03	Barclays	Top Notch Self Storage	74 William Street	South Glens Falls	NY	12803	Saratoga	Self Storage	37,750
	35.04	Barclays	APS Brookline North	183 New Hampshire Highway 13	Brookline	NH	03033	Hillsborough	Self Storage	10,400
	34	AREF	Main Square	2301, 2401 and 2415 Main Street	Houston	TX	77002	Harris	Self Storage	24,266
	36	AREF	HIE Douglasville	7101 Concourse Parkway	Douglasville	GA	30134	Douglas	Hospitality	100
	37	LMF	Hampton Inn & Suites Birmingham	6220 Farley Court	Birmingham	AL	35242	Shelby	Hospitality	106
	38	LMF	CVS Rhode Island	1993 Plainfield Pike	Johnston	RI	02919	Providence	Retail	12,900
	39	LMF	Prime Storage -  Saratoga Wilton	4297 Route 50	Wilton	NY	12866	Saratoga	Self Storage	70,558
	40	Barclays	Novi Commerce Center	40400 Grand River Avenue	Novi	MI	48375	Oakland	Industrial	102,500
	41	AREF	Clarksville Commons	1170 East Lewis & Clark Parkway	Clarksville	IN	47129	Clark	Retail	108,050
	42	Barclays	Frisch's Commissary Kitchen	3011 Stanton Avenue	Cincinnati	OH	45206	Hamilton	Industrial	77,286
	43	LMF	214 East 52nd Street	214 East 52nd Street	New York	NY	10022	New York	Mixed Use	10,695
	44	Barclays	Walgreens - Belfast	268 Main Street	Belfast	ME	04915	Waldo	Retail	14,550
	45	LMF	Walgreens Baltimore	6301 York Road	Baltimore	MD	21212	Baltimore City	Retail	13,659
	46	Barclays	Security Self Storage	51611 Gratiot Avenue	Chesterfield	MI	48051	Macomb	Self Storage	96,470
	47	LMF	Suntree Healthplex	6300 North Wickham Road	Melbourne	FL	32940	Brevard	Mixed Use	49,904
	48	LMF	Cresthaven Mobile Home Park	2500 Samish Way	Bellingham	WA	98229	Whatcom	Manufactured Housing	64
	49	Barclays	Incubator Road Flex	6000 Incubator Road	Hampton	VA	23661	Hampton City	Industrial	50,401
	50	Barclays	Walgreens - Auburn, AL	765 Glenn Avenue	Auburn	AL	36830	Lee	Retail	14,758
	51	Barclays	Harrisburg Plaza	5104 Harrisburg Boulevard	Houston	TX	77011	Harris	Retail	22,747
	52	Barclays	Walgreens - Columbus County	803 North JK Powell Boulevard	Whiteville	NC	28472	Columbus	Retail	14,820
	53	KeyBank	Eastgate Plaza	2012-2018 Highway 45 North	Meridian	MS	39301	Lauderdale	Retail	70,117







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 MORTGAGE LOAN SCHEDULE


    

 


	Sequence #	Seller	Property Name	Unit of Measure	Original Balance	Current Balance	Amortization Type	Monthly Debt Service	Accrual Type	Interest Rate (%)	Admin. Fee	Net Mortgage Interest Rate	Payment Date	Maturity/ARD Date	Final Mat Date
	1	BMO	Park West Village	Units	47,500,000	47,500,000.00	Interest Only	186,618.92	Actual/360	4.65000%	0.01331%	4.63669%	6	8/6/2027	8/6/2027
	2	AREF	The Garland Hotel	Rooms	45,000,000	45,000,000.00	Interest Only	214,437.50	Actual/360	5.64000%	0.01331%	5.62669%	6	7/6/2032	7/6/2032
	3	LMF, Barclays	4141 NE 2nd Avenue	SF	43,500,000	43,500,000.00	Interest Only	198,836.28	Actual/360	5.41000%	0.01331%	5.39669%	6	8/6/2032	8/6/2032
	4	AREF	Chase St. & Cardone	SF	42,000,000	42,000,000.00	Interest Only	210,077.78	Actual/360	5.92000%	0.01331%	5.90669%	6	6/6/2032	6/6/2032
	4.01	AREF	Chase St.	SF	25,710,000	25,710,000.00	 	 	 	 	 	 	 	 	 
	4.02	AREF	Cardone	SF	16,290,000	16,290,000.00	 	 	 	 	 	 	 	 	 
	5	SGFC, BMO	A&R Hospitality Portfolio	Rooms	40,000,000	40,000,000.00	Interest Only, Amortizing Balloon	204,839.35	Actual/360	6.06100%	0.01331%	6.04769%	1	9/1/2032	9/1/2032
	5.01	SGFC, BMO	Fairfield Inn Orange Beach	Rooms	8,022,222	8,022,222.22	 	 	 	 	 	 	 	 	 
	5.02	SGFC, BMO	Beachside Gulf Shores	Rooms	7,121,905	7,121,904.76	 	 	 	 	 	 	 	 	 
	5.03	SGFC, BMO	Home2Suites Mobile	Rooms	5,729,524	5,729,523.81	 	 	 	 	 	 	 	 	 
	5.04	SGFC, BMO	Home2Suites Daphne	Rooms	5,153,016	5,153,015.87	 	 	 	 	 	 	 	 	 
	5.05	SGFC, BMO	Staybridge Suites Gulf Shores	Rooms	4,884,444	4,884,444.44	 	 	 	 	 	 	 	 	 
	5.06	SGFC, BMO	Gulf Shores Motel 6	Rooms	2,832,381	2,832,380.95	 	 	 	 	 	 	 	 	 
	5.07	SGFC, BMO	Red Roof Pensacola	Rooms	2,542,857	2,542,857.14	 	 	 	 	 	 	 	 	 
	5.08	SGFC, BMO	Quality Inn Gulf Shores	Rooms	1,946,667	1,946,666.67	 	 	 	 	 	 	 	 	 
	5.09	SGFC, BMO	Red Roof Gulf Shores	Rooms	1,766,984	1,766,984.13	 	 	 	 	 	 	 	 	 
	6	BSPRT	Hamilton Portfolio	SF	40,000,000	40,000,000.00	Interest Only, Amortizing Balloon	195,000.00	30/360	5.85000%	0.01331%	5.83669%	6	6/6/2032	6/6/2032
	6.01	BSPRT	The Shoppes at Hamilton Place	SF	11,706,422	11,706,422.15	 	 	 	 	 	 	 	 	 
	6.02	BSPRT	The Terrace	SF	10,862,385	10,862,385.23	 	 	 	 	 	 	 	 	 
	6.03	BSPRT	Hamilton Corner	SF	10,238,532	10,238,532.31	 	 	 	 	 	 	 	 	 
	6.04	BSPRT	Hamilton Crossing	SF	7,192,660	7,192,660.31	 	 	 	 	 	 	 	 	 
	7	KeyBank	Green Valley Corporate Center North	SF	37,000,000	37,000,000.00	Interest Only	165,373.73	Actual/360	5.29000%	0.02206%	5.26794%	1	8/1/2032	8/1/2032
	8	Barclays	Autokiniton Industrial Portfolio	SF	30,000,000	30,000,000.00	Interest Only	140,170.14	Actual/360	5.53000%	0.03331%	5.49669%	6	8/6/2032	8/6/2032
	8.01	Barclays	Autokiniton Industrial - Elkton	SF	19,747,400	19,747,399.76	 	 	 	 	 	 	 	 	 
	8.02	Barclays	Autokiniton Industrial - Bardstown	SF	10,252,600	10,252,600.24	 	 	 	 	 	 	 	 	 
	9	AREF	2100 Wharton Street	SF	29,500,000	29,500,000.00	Interest Only	144,065.16	Actual/360	5.78000%	0.01331%	5.76669%	6	7/6/2032	7/6/2032
	10	LMF	Chidlaw Building	SF	28,000,000	27,976,853.57	Amortizing Balloon	168,054.21	Actual/360	6.01000%	0.01331%	5.99669%	6	8/6/2032	8/6/2032
	11	UBS AG	3075 Olcott	SF	27,000,000	27,000,000.00	Interest Only	116,343.75	Actual/360	5.10000%	0.01331%	5.08669%	6	4/6/2032	4/6/2032
	12	KeyBank	InCommercial Portfolio	SF	25,013,000	25,013,000.00	Interest Only	102,498.29	Actual/360	4.85000%	0.02206%	4.82794%	1	7/1/2029	7/1/2029
	12.01	KeyBank	Kohl's - St. Joseph	SF	5,066,000	5,066,000.00	 	 	 	 	 	 	 	 	 
	12.02	KeyBank	Walgreens - Birmingham	SF	2,636,000	2,636,000.00	 	 	 	 	 	 	 	 	 
	12.03	KeyBank	Columbus Dialysis Clinic	SF	2,099,000	2,099,000.00	 	 	 	 	 	 	 	 	 
	12.04	KeyBank	Family Dollar/Dollar Tree - Hamilton	SF	982,000	982,000.00	 	 	 	 	 	 	 	 	 
	12.05	KeyBank	Dollar General - Barren Springs	SF	917,000	917,000.00	 	 	 	 	 	 	 	 	 
	12.06	KeyBank	Family Dollar/Dollar Tree - Windsor	SF	871,000	871,000.00	 	 	 	 	 	 	 	 	 
	12.07	KeyBank	Advance Auto Parts - Hamilton	SF	804,000	804,000.00	 	 	 	 	 	 	 	 	 
	12.08	KeyBank	Dollar General - Geneva	SF	771,000	771,000.00	 	 	 	 	 	 	 	 	 
	12.09	KeyBank	Advance Auto Parts - Van Buren	SF	769,000	769,000.00	 	 	 	 	 	 	 	 	 
	12.10	KeyBank	Dollar General - Veguita	SF	765,000	765,000.00	 	 	 	 	 	 	 	 	 
	12.11	KeyBank	Dollar General - Fertile	SF	764,000	764,000.00	 	 	 	 	 	 	 	 	 
	12.12	KeyBank	Dollar General - Remer	SF	759,000	759,000.00	 	 	 	 	 	 	 	 	 
	12.13	KeyBank	Dollar General - Roseville	SF	751,000	751,000.00	 	 	 	 	 	 	 	 	 
	12.14	KeyBank	Dollar General - Newhall	SF	738,000	738,000.00	 	 	 	 	 	 	 	 	 
	12.15	KeyBank	Dollar General - Frazee	SF	735,000	735,000.00	 	 	 	 	 	 	 	 	 
	12.16	KeyBank	Dollar General - Woodson	SF	735,000	735,000.00	 	 	 	 	 	 	 	 	 
	12.17	KeyBank	Dollar General - Sloan	SF	733,000	733,000.00	 	 	 	 	 	 	 	 	 
	12.18	KeyBank	Dollar General - Emily	SF	731,000	731,000.00	 	 	 	 	 	 	 	 	 
	12.19	KeyBank	Dollar General - Bunker	SF	698,000	698,000.00	 	 	 	 	 	 	 	 	 
	12.20	KeyBank	Dollar General - Remsen	SF	680,000	680,000.00	 	 	 	 	 	 	 	 	 
	12.21	KeyBank	Dollar General - Dallas City	SF	680,000	680,000.00	 	 	 	 	 	 	 	 	 
	12.22	KeyBank	Dollar General - Dayton	SF	678,000	678,000.00	 	 	 	 	 	 	 	 	 
	12.23	KeyBank	Dollar General - Winnebago	SF	651,000	651,000.00	 	 	 	 	 	 	 	 	 
	13	BMO	Bell Works	SF	25,000,000	25,000,000.00	Interest Only	107,936.92	Actual/360	5.11000%	0.01331%	5.09669%	6	5/6/2032	5/6/2032
	14	KeyBank	KB Portfolio	SF	25,000,000	25,000,000.00	Interest Only	106,880.79	Actual/360	5.06000%	0.02206%	5.03794%	1	6/1/2032	6/1/2032
	14.01	KeyBank	Walgreens - Las Vegas	SF	9,917,500	9,917,500.00	 	 	 	 	 	 	 	 	 
	14.02	KeyBank	Waystar Building	SF	5,656,250	5,656,250.00	 	 	 	 	 	 	 	 	 
	14.03	KeyBank	Fresenius Kidney Care	SF	1,732,500	1,732,500.00	 	 	 	 	 	 	 	 	 
	14.04	KeyBank	Tower Health	SF	1,406,250	1,406,250.00	 	 	 	 	 	 	 	 	 
	14.05	KeyBank	New Orleans MOB	SF	1,372,813	1,372,812.50	 	 	 	 	 	 	 	 	 
	14.06	KeyBank	Penn State Health	SF	1,312,500	1,312,500.00	 	 	 	 	 	 	 	 	 
	14.07	KeyBank	Carmichael MOB	SF	1,218,125	1,218,125.00	 	 	 	 	 	 	 	 	 
	14.08	KeyBank	Port Arthur Dialysis	SF	877,813	877,812.50	 	 	 	 	 	 	 	 	 
	14.09	KeyBank	Auburn Medical	SF	870,000	870,000.00	 	 	 	 	 	 	 	 	 
	14.10	KeyBank	Berkley Eye Institute, PA	SF	636,250	636,250.00	 	 	 	 	 	 	 	 	 
	15	KeyBank	Village Crossroads	SF	23,800,000	23,760,237.16	Amortizing Balloon	142,387.14	Actual/360	5.98000%	0.02206%	5.95794%	1	7/1/2032	7/1/2032
	16	BMO	Saks Fulfillment Center	SF	22,500,000	22,500,000.00	Interest Only	117,294.27	Actual/360	6.17000%	0.01331%	6.15669%	6	8/6/2032	8/6/2032
	17	AREF	The Overlook	SF	22,400,000	22,400,000.00	Interest Only	113,934.07	Actual/360	6.02000%	0.01331%	6.00669%	6	7/6/2032	7/6/2032
	18	AREF	Crossgates Commons	SF	22,000,000	21,924,338.24	Amortizing Balloon	132,849.59	Actual/360	5.75000%	0.01331%	5.73669%	6	6/6/2032	6/6/2032
	19	BMO	Yorkshire & Lexington Towers	Units	20,000,000	20,000,000.00	Interest Only	51,370.37	Actual/360	3.04000%	0.01331%	3.02669%	6	6/6/2027	6/6/2027
	19.01	BMO	Yorkshire Towers	Units	17,211,740	17,211,740.06	 	 	 	 	 	 	 	 	 
	19.02	BMO	Lexington Towers	Units	2,788,260	2,788,259.94	 	 	 	 	 	 	 	 	 
	20	Barclays	39 Broadway	SF	20,000,000	20,000,000.00	Interest Only	85,335.65	Actual/360	5.05000%	0.01331%	5.03669%	6	8/6/2032	8/6/2032



 



    3 


    BBCMS Mortgage Trust 2022-C17
 MORTGAGE LOAN SCHEDULE


    

 


	Sequence #	Seller	Property Name	Unit of Measure	Original Balance	Current Balance	Amortization Type	Monthly Debt Service	Accrual Type	Interest Rate (%)	Admin. Fee	Net Mortgage Interest Rate	Payment Date	Maturity/ARD Date	Final Mat Date
	21	BMO	3455 Veterans Memorial Highway	SF	20,000,000	20,000,000.00	Interest Only	95,136.57	Actual/360	5.63000%	0.01331%	5.61669%	6	8/6/2032	8/6/2032
	22	AREF	One South Church	SF	19,000,000	19,000,000.00	Interest Only	96,158.91	Actual/360	5.99000%	0.01331%	5.97669%	6	7/6/2032	7/6/2032
	23	BSPRT	Birnham Woods	SF	18,500,000	18,500,000.00	Interest Only	86,438.25	Actual/360	5.53000%	0.01331%	5.51669%	6	6/6/2032	6/6/2032
	24	SGFC	Courtyard Sandestin	Rooms	16,250,000	16,250,000.00	Interest Only	81,005.50	Actual/360	5.90000%	0.01331%	5.88669%	1	7/1/2032	7/1/2032
	25	SGFC	Trolley Square Leased Fee	SF	14,200,000	14,200,000.00	Interest Only	68,926.70	Actual/360	5.74500%	0.01331%	5.73169%	1	7/1/2032	7/1/2032
	26	AREF	MHP Portfolio	Pads	14,100,000	14,100,000.00	Interest Only, Amortizing Balloon	74,576.60	Actual/360	6.26000%	0.01331%	6.24669%	6	7/6/2032	7/6/2032
	26.01	AREF	Watch E Kee & Sugar Creek	Pads	2,505,773	2,505,773.34	 	 	 	 	 	 	 	 	 
	26.02	AREF	Canton Portfolio	Pads	2,395,225	2,395,224.52	 	 	 	 	 	 	 	 	 
	26.03	AREF	Keokuk	Pads	2,009,979	2,009,978.62	 	 	 	 	 	 	 	 	 
	26.04	AREF	FMC	Pads	1,902,780	1,902,779.76	 	 	 	 	 	 	 	 	 
	26.05	AREF	Poplar	Pads	1,795,581	1,795,580.90	 	 	 	 	 	 	 	 	 
	26.06	AREF	Hummingbird Hill & Providential Crossing	Pads	1,453,885	1,453,884.52	 	 	 	 	 	 	 	 	 
	26.07	AREF	Eastwood	Pads	752,994	752,993.59	 	 	 	 	 	 	 	 	 
	26.08	AREF	Malvern	Pads	736,992	736,992.16	 	 	 	 	 	 	 	 	 
	26.09	AREF	Bronson	Pads	546,793	546,792.59	 	 	 	 	 	 	 	 	 
	27	SGFC	Residence Inn Sandestin	Rooms	13,675,000	13,675,000.00	Interest Only	69,209.11	Actual/360	5.99000%	0.01331%	5.97669%	1	7/1/2032	7/1/2032
	28	Barclays	ExchangeRight In-Line Retail Portfolio 2	SF	12,550,000	12,550,000.00	Interest Only	57,365.41	Actual/360	5.41000%	0.01331%	5.39669%	6	6/6/2032	6/6/2032
	28.01	Barclays	Madison Commons	SF	2,805,000	2,805,000.00	 	 	 	 	 	 	 	 	 
	28.02	Barclays	Clarkston Oaks	SF	2,306,000	2,306,000.00	 	 	 	 	 	 	 	 	 
	28.03	Barclays	Point Mallard Centre	SF	2,090,000	2,090,000.00	 	 	 	 	 	 	 	 	 
	28.04	Barclays	Huber Heights	SF	1,535,000	1,535,000.00	 	 	 	 	 	 	 	 	 
	28.05	Barclays	West Park Square	SF	1,004,000	1,004,000.00	 	 	 	 	 	 	 	 	 
	28.06	Barclays	1160 Vann Drive	SF	890,000	890,000.00	 	 	 	 	 	 	 	 	 
	28.07	Barclays	Cornhusker Plaza	SF	725,000	725,000.00	 	 	 	 	 	 	 	 	 
	28.08	Barclays	Holbrook	SF	710,000	710,000.00	 	 	 	 	 	 	 	 	 
	28.09	Barclays	Schnucks Farmington	SF	342,000	342,000.00	 	 	 	 	 	 	 	 	 
	28.10	Barclays	Hudson Corners	SF	143,000	143,000.00	 	 	 	 	 	 	 	 	 
	29	SGFC	15-19 W 116th Street	Units	11,500,000	11,500,000.00	Interest Only	53,926.22	Actual/360	5.55000%	0.01331%	5.53669%	5	8/5/2032	8/5/2032
	30	Barclays	Morton Village Plaza	SF	10,000,000	10,000,000.00	Interest Only	44,949.07	Actual/360	5.32000%	0.01331%	5.30669%	6	6/6/2032	6/6/2032
	31	BSPRT	Cortez Village Townhomes	Units	9,990,000	9,990,000.00	Interest Only	46,339.03	Actual/360	5.49000%	0.01331%	5.47669%	6	7/6/2032	7/6/2032
	32	BSPRT	The Shoppes at Eagle Point	SF	10,000,000	9,955,085.64	Amortizing Balloon	56,153.08	30/360	5.40000%	0.01331%	5.38669%	6	5/6/2032	5/6/2032
	33	KeyBank	Store It All Texas Portfolio	SF	8,741,729	8,741,729.00	Interest Only, Amortizing Balloon	44,167.99	Actual/360	5.98000%	0.02206%	5.95794%	1	8/1/2032	8/1/2032
	33.01	KeyBank	Store It All - Loop 20	SF	4,813,574	4,813,574.00	 	 	 	 	 	 	 	 	 
	33.02	KeyBank	Store It All - Del Norte	SF	3,928,155	3,928,155.00	 	 	 	 	 	 	 	 	 
	35	Barclays	Boucher Self Storage Portfolio	SF	7,500,000	7,500,000.00	Interest Only	38,654.51	Actual/360	6.10000%	0.01331%	6.08669%	6	7/6/2032	7/6/2032
	35.01	Barclays	APS Brookline South	SF	2,400,000	2,400,000.00	 	 	 	 	 	 	 	 	 
	35.02	Barclays	APS Bradford	SF	2,300,000	2,300,000.00	 	 	 	 	 	 	 	 	 
	35.03	Barclays	Top Notch Self Storage	SF	2,300,000	2,300,000.00	 	 	 	 	 	 	 	 	 
	35.04	Barclays	APS Brookline North	SF	500,000	500,000.00	 	 	 	 	 	 	 	 	 
	34	AREF	Main Square	SF	7,500,000	7,500,000.00	Interest Only	38,147.57	Actual/360	6.02000%	0.01331%	6.00669%	6	8/6/2032	8/6/2032
	36	AREF	HIE Douglasville	Rooms	7,500,000	7,479,517.67	Amortizing Balloon	44,485.24	Actual/360	5.90000%	0.01331%	5.88669%	6	6/6/2032	6/6/2032
	37	LMF	Hampton Inn & Suites Birmingham	Rooms	7,400,000	7,389,886.75	Amortizing Balloon	47,799.67	Actual/360	6.71000%	0.01331%	6.69669%	6	7/6/2032	7/6/2032
	38	LMF	CVS Rhode Island	SF	7,300,000	7,300,000.00	Interest Only	39,412.40	Actual/360	6.39000%	0.01331%	6.37669%	6	6/6/2032	6/6/2032
	39	LMF	Prime Storage -  Saratoga Wilton	SF	7,000,000	7,000,000.00	Interest Only	35,426.97	Actual/360	5.99000%	0.01331%	5.97669%	6	8/6/2032	8/6/2032
	40	Barclays	Novi Commerce Center	SF	6,700,000	6,700,000.00	Interest Only, Amortizing Balloon	31,853.77	Actual/360	5.62700%	0.01331%	5.61369%	6	6/6/2032	6/6/2032
	41	AREF	Clarksville Commons	SF	6,300,000	6,282,472.19	Amortizing Balloon	37,045.72	Actual/360	5.82000%	0.01331%	5.80669%	6	6/6/2032	6/6/2032
	42	Barclays	Frisch's Commissary Kitchen	SF	5,879,550	5,879,550.00	Interest Only	26,552.22	Actual/360	5.34500%	0.06331%	5.28169%	6	5/6/2032	5/6/2032
	43	LMF	214 East 52nd Street	SF	5,850,000	5,850,000.00	Interest Only	30,101.09	Actual/360	6.09000%	0.01331%	6.07669%	6	8/6/2032	8/6/2032
	44	Barclays	Walgreens - Belfast	SF	5,150,000	5,150,000.00	Interest Only	26,325.20	Actual/360	6.05000%	0.06331%	5.98669%	6	5/6/2032	5/6/2032
	45	LMF	Walgreens Baltimore	SF	5,150,000	5,150,000.00	Interest Only	22,931.21	Actual/360	5.27000%	0.01331%	5.25669%	6	11/6/2031	11/6/2031
	46	Barclays	Security Self Storage	SF	5,140,000	5,140,000.00	Interest Only, Amortizing Balloon	24,992.95	Actual/360	5.75500%	0.01331%	5.74169%	6	6/6/2032	6/6/2032
	47	LMF	Suntree Healthplex	SF	5,000,000	5,000,000.00	Interest Only, Amortizing Balloon	23,826.39	Actual/360	5.64000%	0.01331%	5.62669%	6	6/6/2032	6/6/2032
	48	LMF	Cresthaven Mobile Home Park	Pads	4,600,000	4,600,000.00	Interest Only, Amortizing Balloon	23,591.50	Actual/360	6.07000%	0.01331%	6.05669%	6	6/6/2032	6/6/2032
	49	Barclays	Incubator Road Flex	SF	4,550,000	4,550,000.00	Interest Only, Amortizing Balloon	20,682.49	Actual/360	5.38000%	0.01331%	5.36669%	6	6/6/2032	6/6/2032
	50	Barclays	Walgreens - Auburn, AL	SF	3,815,000	3,815,000.00	Interest Only	17,683.14	Actual/360	5.48600%	0.01331%	5.47269%	6	5/6/2032	5/6/2032
	51	Barclays	Harrisburg Plaza	SF	3,410,000	3,410,000.00	Interest Only	17,488.48	Actual/360	6.07000%	0.01331%	6.05669%	6	8/6/2032	8/6/2032
	52	Barclays	Walgreens - Columbus County	SF	3,280,000	3,280,000.00	Interest Only	14,771.01	Actual/360	5.33000%	0.01331%	5.31669%	6	6/6/2032	6/6/2032
	53	KeyBank	Eastgate Plaza	SF	2,600,000	2,490,393.29	Amortizing Balloon	13,313.22	Actual/360	4.59000%	0.02206%	4.56794%	1	1/1/2030	1/1/2030







    4 


    BBCMS Mortgage Trust 2022-C17
 MORTGAGE LOAN SCHEDULE


    

	Sequence #	Seller	Property Name	ARD Step Up (%)	Term	Rem. Term	Amort. Term	Rem. Amort.	Crossed Loan	Original String	Title Type	Grace Period (Late Payment)	Upfront Eng. Reserve	Upfront RE Tax Reserve	Monthly RE Tax Reserve	RE Tax Escrow Cash or LOC
	1	BMO	Park West Village	 	60	59	0	0	NAP	L(25),D(30),O(5)	Fee	0	0	919,476	459,738	Cash
	2	AREF	The Garland Hotel	 	120	118	0	0	NAP	L(26),D(90),O(4)	Fee / Leasehold	0	0	100,685	20,137	Cash
	3	LMF, Barclays	4141 NE 2nd Avenue	 	120	119	0	0	NAP	L(25),D(88),O(7)	Fee	10	0	745,703	71,019	Cash
	4	AREF	Chase St. & Cardone	 	120	117	0	0	NAP	L(27),D(89),O(4)	 	0	137,500	244,481	15,310	Cash
	4.01	AREF	Chase St.	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	4.02	AREF	Cardone	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	5	SGFC, BMO	A&R Hospitality Portfolio	 	120	120	360	360	NAP	L(24),DorYM1(92),O(4)	 	0	96,612	524,996	74,999	Cash
	5.01	SGFC, BMO	Fairfield Inn Orange Beach	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	5.02	SGFC, BMO	Beachside Gulf Shores	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	5.03	SGFC, BMO	Home2Suites Mobile	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	5.04	SGFC, BMO	Home2Suites Daphne	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	5.05	SGFC, BMO	Staybridge Suites Gulf Shores	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	5.06	SGFC, BMO	Gulf Shores Motel 6	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	5.07	SGFC, BMO	Red Roof Pensacola	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	5.08	SGFC, BMO	Quality Inn Gulf Shores	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	5.09	SGFC, BMO	Red Roof Gulf Shores	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	6	BSPRT	Hamilton Portfolio	 	120	117	360	360	NAP	L(27),YM1(89),O(4)	 	1 time 5 day grace	0	628,712	125,742	Cash
	6.01	BSPRT	The Shoppes at Hamilton Place	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	6.02	BSPRT	The Terrace	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	6.03	BSPRT	Hamilton Corner	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	6.04	BSPRT	Hamilton Crossing	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	7	KeyBank	Green Valley Corporate Center North	 	120	119	0	0	NAP	L(25),D(92),O(3)	Fee	0	0	62,236	20,745	Cash
	8	Barclays	Autokiniton Industrial Portfolio	 	120	119	0	0	NAP	L(24),YM1(1),DorYM1(88),O(7)	 	0	0	0	Springing	 
	8.01	Barclays	Autokiniton Industrial - Elkton	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	8.02	Barclays	Autokiniton Industrial - Bardstown	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	9	AREF	2100 Wharton Street	 	120	118	0	0	NAP	L(26),D(90),O(4)	Fee	0	16,750	134,240	22,373	Cash
	10	LMF	Chidlaw Building	 	120	119	360	359	NAP	L(25),D(91),O(4)	Fee	0	0	42,150	13,381	Cash
	11	UBS AG	3075 Olcott	 	120	115	0	0	NAP	L(29),D(84),O(7)	Fee	10	0	116,072	72,545	Cash
	12	KeyBank	InCommercial Portfolio	 	84	82	0	0	NAP	L(24),YM1(54),O(6)	 	0	4,600	0	Springing	 
	12.01	KeyBank	Kohl's - St. Joseph	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	12.02	KeyBank	Walgreens - Birmingham	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	12.03	KeyBank	Columbus Dialysis Clinic	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	12.04	KeyBank	Family Dollar/Dollar Tree - Hamilton	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	12.05	KeyBank	Dollar General - Barren Springs	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	12.06	KeyBank	Family Dollar/Dollar Tree - Windsor	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	12.07	KeyBank	Advance Auto Parts - Hamilton	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	12.08	KeyBank	Dollar General - Geneva	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	12.09	KeyBank	Advance Auto Parts - Van Buren	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	12.10	KeyBank	Dollar General - Veguita	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	12.11	KeyBank	Dollar General - Fertile	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	12.12	KeyBank	Dollar General - Remer	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	12.13	KeyBank	Dollar General - Roseville	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	12.14	KeyBank	Dollar General - Newhall	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	12.15	KeyBank	Dollar General - Frazee	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	12.16	KeyBank	Dollar General - Woodson	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	12.17	KeyBank	Dollar General - Sloan	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	12.18	KeyBank	Dollar General - Emily	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	12.19	KeyBank	Dollar General - Bunker	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	12.20	KeyBank	Dollar General - Remsen	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	12.21	KeyBank	Dollar General - Dallas City	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	12.22	KeyBank	Dollar General - Dayton	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	12.23	KeyBank	Dollar General - Winnebago	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	13	BMO	Bell Works	 	120	116	0	0	NAP	L(28),D(89),O(3)	Fee	0	0	617,834	308,917	Cash
	14	KeyBank	KB Portfolio	 	120	117	0	0	NAP	L(27),D(90),O(3)	 	0	0	141,309	30,220	Cash
	14.01	KeyBank	Walgreens - Las Vegas	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	14.02	KeyBank	Waystar Building	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	14.03	KeyBank	Fresenius Kidney Care	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	14.04	KeyBank	Tower Health	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	14.05	KeyBank	New Orleans MOB	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	14.06	KeyBank	Penn State Health	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	14.07	KeyBank	Carmichael MOB	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	14.08	KeyBank	Port Arthur Dialysis	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	14.09	KeyBank	Auburn Medical	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	14.10	KeyBank	Berkley Eye Institute, PA	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	15	KeyBank	Village Crossroads	 	120	118	360	358	NAP	L(26),D(91),O(3)	Fee	3	0	328,736	36,526	Cash
	16	BMO	Saks Fulfillment Center	 	120	119	0	0	NAP	L(25),D(91),O(4)	Fee	0	0	117,913	Springing	Cash
	17	AREF	The Overlook	 	120	118	0	0	NAP	L(26),D(90),O(4)	Fee	0	3,300	275,182	39,312	Cash
	18	AREF	Crossgates Commons	 	120	117	330	327	NAP	L(27),D(89),O(4)	Fee	0	0	868,132	144,689	Cash
	19	BMO	Yorkshire & Lexington Towers	 	60	57	0	0	NAP	L(27),D(28),O(5)	 	0	0	5,390,917	898,486	Cash
	19.01	BMO	Yorkshire Towers	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	19.02	BMO	Lexington Towers	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	20	Barclays	39 Broadway	 	120	119	0	0	NAP	L(25),D(91),O(4)	Fee	0	0	300,805	300,805	Cash







    5 


    BBCMS Mortgage Trust 2022-C17
 MORTGAGE LOAN SCHEDULE


    

	Sequence #	Seller	Property Name	ARD Step Up (%)	Term	Rem. Term	Amort. Term	Rem. Amort.	Crossed Loan	Original String	Title Type	Grace Period (Late Payment)	Upfront Eng. Reserve	Upfront RE Tax Reserve	Monthly RE Tax Reserve	RE Tax Escrow Cash or LOC
	21	BMO	3455 Veterans Memorial Highway	 	120	119	0	0	NAP	L(25),DorYM1(90),O(5)	Fee	0	0	0	Springing	 
	22	AREF	One South Church	 	120	118	0	0	NAP	L(26),D(90),O(4)	Fee	0	0	119,529	29,882	Cash
	23	BSPRT	Birnham Woods	 	120	117	0	0	NAP	L(27),YM1(89),O(4)	Fee	0	0	294,151	49,025	Cash
	24	SGFC	Courtyard Sandestin	 	120	118	0	0	NAP	L(36),YM1(80),O(4)	Fee	5	0	68,251	7,583	Cash
	25	SGFC	Trolley Square Leased Fee	 	120	118	0	0	NAP	L(26),D(90),O(4)	Fee	5	0	0	Springing	 
	26	AREF	MHP Portfolio	 	120	118	360	360	NAP	L(26),D(90),O(4)	 	3 (Once per trailing 12-month period)	473,358	21,790	10,895	Cash
	26.01	AREF	Watch E Kee & Sugar Creek	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	26.02	AREF	Canton Portfolio	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	26.03	AREF	Keokuk	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	26.04	AREF	FMC	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	26.05	AREF	Poplar	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	26.06	AREF	Hummingbird Hill & Providential Crossing	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	26.07	AREF	Eastwood	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	26.08	AREF	Malvern	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	26.09	AREF	Bronson	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	27	SGFC	Residence Inn Sandestin	 	120	118	0	0	NAP	L(36),YM1(80),O(4)	Fee	5	0	52,124	5,792	Cash
	28	Barclays	ExchangeRight In-Line Retail Portfolio 2	 	120	117	0	0	NAP	L(27),D(89),O(4)	 	0	38,026	0	Springing	 
	28.01	Barclays	Madison Commons	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	28.02	Barclays	Clarkston Oaks	 	 	 	 	 	 	 	Leasehold	 	 	 	 	 
	28.03	Barclays	Point Mallard Centre	 	 	 	 	 	 	 	Leasehold	 	 	 	 	 
	28.04	Barclays	Huber Heights	 	 	 	 	 	 	 	Leasehold	 	 	 	 	 
	28.05	Barclays	West Park Square	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	28.06	Barclays	1160 Vann Drive	 	 	 	 	 	 	 	Leasehold	 	 	 	 	 
	28.07	Barclays	Cornhusker Plaza	 	 	 	 	 	 	 	Leasehold	 	 	 	 	 
	28.08	Barclays	Holbrook	 	 	 	 	 	 	 	Leasehold	 	 	 	 	 
	28.09	Barclays	Schnucks Farmington	 	 	 	 	 	 	 	Leasehold	 	 	 	 	 
	28.10	Barclays	Hudson Corners	 	 	 	 	 	 	 	Leasehold	 	 	 	 	 
	29	SGFC	15-19 W 116th Street	 	120	119	0	0	NAP	L(25),D(88),O(7)	Fee	0	4,063	1,595	798	Cash
	30	Barclays	Morton Village Plaza	 	120	117	0	0	NAP	L(27),D(89),O(4)	Fee	0	20,125	107,657	107,657	Cash
	31	BSPRT	Cortez Village Townhomes	 	120	118	0	0	NAP	L(26),D(90),O(4)	Fee	0	0	31,882	10,627	Cash
	32	BSPRT	The Shoppes at Eagle Point	 	120	116	360	356	NAP	L(28),D(88),O(4)	Fee 	1 time 5 day grace	0	0	Springing	 
	33	KeyBank	Store It All Texas Portfolio	 	120	119	360	360	NAP	L(25),D(92),O(3)	 	0	0	43,108	6,158	Cash
	33.01	KeyBank	Store It All - Loop 20	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	33.02	KeyBank	Store It All - Del Norte	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	35	Barclays	Boucher Self Storage Portfolio	 	120	118	0	0	NAP	L(26),D(89),O(5)	 	0	0	68,043	11,341	Cash
	35.01	Barclays	APS Brookline South	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	35.02	Barclays	APS Bradford	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	35.03	Barclays	Top Notch Self Storage	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	35.04	Barclays	APS Brookline North	 	 	 	 	 	 	 	Fee	 	 	 	 	 
	34	AREF	Main Square	 	120	119	0	0	NAP	L(25),D(92),O(3)	Fee	0	12,750	105,092	13,137	Cash
	36	AREF	HIE Douglasville	 	120	117	360	357	NAP	L(27),D(89),O(4)	Fee	0	9,300	68,555	8,569	Cash
	37	LMF	Hampton Inn & Suites Birmingham	 	120	118	360	358	NAP	L(23),YM1(93),O(4)	Fee	0	0	70,731	8,420	Cash
	38	LMF	CVS Rhode Island	 	120	117	0	0	NAP	L(27),D(89),O(4)	Fee	0	0	0	Springing	 
	39	LMF	Prime Storage -  Saratoga Wilton	 	120	119	0	0	NAP	L(25),D(88),O(7)	Fee	0	0	77,282	9,200	Cash
	40	Barclays	Novi Commerce Center	 	120	117	360	360	NAP	L(27),D(89),O(4)	Fee	0	100,125	58,259	6,577	Cash
	41	AREF	Clarksville Commons	 	120	117	360	357	NAP	L(27),D(89),O(4)	Fee	0	351,725	47,246	15,749	Cash
	42	Barclays	Frisch's Commissary Kitchen	 	120	116	0	0	NAP	L(28),D(88),O(4)	Fee	0	31,636	0	Springing	 
	43	LMF	214 East 52nd Street	 	120	119	0	0	NAP	L(25),D(91),O(4)	Fee	0	0	59,980	19,041	Cash
	44	Barclays	Walgreens - Belfast	 	120	116	0	0	NAP	L(28),D(88),O(4)	Fee	0	0	0	0	 
	45	LMF	Walgreens Baltimore	 	114	110	0	0	NAP	L(28),D(82),O(4)	Fee	0	0	0	Springing	 
	46	Barclays	Security Self Storage	 	120	117	360	360	NAP	L(27),D(89),O(4)	Fee	0	7,313	54,615	5,747	Cash
	47	LMF	Suntree Healthplex	 	120	117	360	360	NAP	L(27),D(89),O(4)	Fee	0	0	60,945	8,292	Cash
	48	LMF	Cresthaven Mobile Home Park	 	120	117	360	360	NAP	L(27),D(89),O(4)	Fee	0	0	15,353	2,437	Cash
	49	Barclays	Incubator Road Flex	 	120	117	360	360	NAP	L(27),D(89),O(4)	Fee	0	0	9,145	4,573	Cash
	50	Barclays	Walgreens - Auburn, AL	 	120	116	0	0	NAP	L(28),D(88),O(4)	Fee	0	0	0	Springing	 
	51	Barclays	Harrisburg Plaza	 	120	119	0	0	NAP	L(25),D(91),O(4)	Fee	0	7,125	62,148	7,769	Cash
	52	Barclays	Walgreens - Columbus County	 	120	117	0	0	NAP	L(27),D(89),O(4)	Fee	0	0	0	Springing	 
	53	KeyBank	Eastgate Plaza	 	120	88	360	328	NAP	L(25),YM1(92),O(3)	Fee	0	0	0	3,866	 







    6 


    BBCMS Mortgage Trust 2022-C17
 MORTGAGE LOAN SCHEDULE


    

	Sequence #	Seller	Property Name	Counterparty of RE Tax Escrow LOC	Upfront Ins. Reserve	Monthly Ins. Reserve	Insurance Escrow Cash or LOC	Counterparty of Insurance Escrow LOC	Upfront CapEx Reserve	Monthly Capex Reserve	CapEx Reserve Cap	Capex Escrow Cash or LOC	Counterparty of Capex Escrow LOC	Upfront TI/LC Reserve	Monthly TI/LC Reserve	TI/LC Reserve Cap
	1	BMO	Park West Village	 	0	Springing	 	 	850,000	0	0	Cash	 	0	0	0
	2	AREF	The Garland Hotel	 	157,967	26,328	Cash	 	0	101,147	0	 	 	0	0	0
	3	LMF, Barclays	4141 NE 2nd Avenue	 	174,919	20,824	Cash	 	0	1,882	90,317	 	 	0	16,464	1,000,000
	4	AREF	Chase St. & Cardone	 	208,800	92,792	Cash	 	0	14,663	0	 	 	1,500,000	Springing	0
	4.01	AREF	Chase St.	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.02	AREF	Cardone	 	 	 	 	 	 	 	 	 	 	 	 	 
	5	SGFC, BMO	A&R Hospitality Portfolio	 	823,127	137,188	Cash	 	139,871	139,871	0	Cash	 	0	0	0
	5.01	SGFC, BMO	Fairfield Inn Orange Beach	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.02	SGFC, BMO	Beachside Gulf Shores	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.03	SGFC, BMO	Home2Suites Mobile	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.04	SGFC, BMO	Home2Suites Daphne	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.05	SGFC, BMO	Staybridge Suites Gulf Shores	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.06	SGFC, BMO	Gulf Shores Motel 6	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.07	SGFC, BMO	Red Roof Pensacola	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.08	SGFC, BMO	Quality Inn Gulf Shores	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.09	SGFC, BMO	Red Roof Gulf Shores	 	 	 	 	 	 	 	 	 	 	 	 	 
	6	BSPRT	Hamilton Portfolio	 	0	Springing	 	 	0	5,836	0	 	 	0	38,909	0
	6.01	BSPRT	The Shoppes at Hamilton Place	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.02	BSPRT	The Terrace	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.03	BSPRT	Hamilton Corner	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.04	BSPRT	Hamilton Crossing	 	 	 	 	 	 	 	 	 	 	 	 	 
	7	KeyBank	Green Valley Corporate Center North	 	0	Springing	 	 	500,000	Springing	500,000	Cash	 	3,000,000	Springing	3,000,000
	8	Barclays	Autokiniton Industrial Portfolio	 	0	Springing	 	 	0	Springing	0	 	 	0	0	0
	8.01	Barclays	Autokiniton Industrial - Elkton	 	 	 	 	 	 	 	 	 	 	 	 	 
	8.02	Barclays	Autokiniton Industrial - Bardstown	 	 	 	 	 	 	 	 	 	 	 	 	 
	9	AREF	2100 Wharton Street	 	0	Springing	 	 	0	4,022	0	 	 	500,000	22,120	1,100,000
	10	LMF	Chidlaw Building	 	23,937	4,559	Cash	 	0	3,514	0	 	 	1,500,000	Springing	1,000,000
	11	UBS AG	3075 Olcott	 	25,661	9,870	Cash	 	0	Springing	147,964	 	 	0	Springing	1,479,636
	12	KeyBank	InCommercial Portfolio	 	0	Springing	 	 	282,129	Springing	282,129	Cash	 	0	0	0
	12.01	KeyBank	Kohl's - St. Joseph	 	 	 	 	 	 	 	 	 	 	 	 	 
	12.02	KeyBank	Walgreens - Birmingham	 	 	 	 	 	 	 	 	 	 	 	 	 
	12.03	KeyBank	Columbus Dialysis Clinic	 	 	 	 	 	 	 	 	 	 	 	 	 
	12.04	KeyBank	Family Dollar/Dollar Tree - Hamilton	 	 	 	 	 	 	 	 	 	 	 	 	 
	12.05	KeyBank	Dollar General - Barren Springs	 	 	 	 	 	 	 	 	 	 	 	 	 
	12.06	KeyBank	Family Dollar/Dollar Tree - Windsor	 	 	 	 	 	 	 	 	 	 	 	 	 
	12.07	KeyBank	Advance Auto Parts - Hamilton	 	 	 	 	 	 	 	 	 	 	 	 	 
	12.08	KeyBank	Dollar General - Geneva	 	 	 	 	 	 	 	 	 	 	 	 	 
	12.09	KeyBank	Advance Auto Parts - Van Buren	 	 	 	 	 	 	 	 	 	 	 	 	 
	12.10	KeyBank	Dollar General - Veguita	 	 	 	 	 	 	 	 	 	 	 	 	 
	12.11	KeyBank	Dollar General - Fertile	 	 	 	 	 	 	 	 	 	 	 	 	 
	12.12	KeyBank	Dollar General - Remer	 	 	 	 	 	 	 	 	 	 	 	 	 
	12.13	KeyBank	Dollar General - Roseville	 	 	 	 	 	 	 	 	 	 	 	 	 
	12.14	KeyBank	Dollar General - Newhall	 	 	 	 	 	 	 	 	 	 	 	 	 
	12.15	KeyBank	Dollar General - Frazee	 	 	 	 	 	 	 	 	 	 	 	 	 
	12.16	KeyBank	Dollar General - Woodson	 	 	 	 	 	 	 	 	 	 	 	 	 
	12.17	KeyBank	Dollar General - Sloan	 	 	 	 	 	 	 	 	 	 	 	 	 
	12.18	KeyBank	Dollar General - Emily	 	 	 	 	 	 	 	 	 	 	 	 	 
	12.19	KeyBank	Dollar General - Bunker	 	 	 	 	 	 	 	 	 	 	 	 	 
	12.20	KeyBank	Dollar General - Remsen	 	 	 	 	 	 	 	 	 	 	 	 	 
	12.21	KeyBank	Dollar General - Dallas City	 	 	 	 	 	 	 	 	 	 	 	 	 
	12.22	KeyBank	Dollar General - Dayton	 	 	 	 	 	 	 	 	 	 	 	 	 
	12.23	KeyBank	Dollar General - Winnebago	 	 	 	 	 	 	 	 	 	 	 	 	 
	13	BMO	Bell Works	 	0	Springing	 	 	0	24,583	0	 	 	8,500,000	Springing	8,500,000
	14	KeyBank	KB Portfolio	 	0	Springing	 	 	600,000	Springing	600,000	Cash	 	4,500,000	Springing	4,500,000
	14.01	KeyBank	Walgreens - Las Vegas	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.02	KeyBank	Waystar Building	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.03	KeyBank	Fresenius Kidney Care	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.04	KeyBank	Tower Health	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.05	KeyBank	New Orleans MOB	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.06	KeyBank	Penn State Health	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.07	KeyBank	Carmichael MOB	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.08	KeyBank	Port Arthur Dialysis	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.09	KeyBank	Auburn Medical	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.10	KeyBank	Berkley Eye Institute, PA	 	 	 	 	 	 	 	 	 	 	 	 	 
	15	KeyBank	Village Crossroads	 	31,254	12,687	Cash	 	6,212	6,212	0	Cash	 	0	0	0
	16	BMO	Saks Fulfillment Center	 	61,924	Springing	Cash	 	0	Springing	0	 	 	0	Springing	0
	17	AREF	The Overlook	 	20,406	4,081	Cash	 	125,000	1,663	0	Cash	 	1,000,000	Springing	500,000
	18	AREF	Crossgates Commons	 	0	Springing	 	 	0	8,411	0	 	 	2,259,150	43,881	3,300,000
	19	BMO	Yorkshire & Lexington Towers	 	367,868	Springing	Cash	 	1,100,000	0	0	Cash	 	1,000,000	0	0
	19.01	BMO	Yorkshire Towers	 	 	 	 	 	 	 	 	 	 	 	 	 
	19.02	BMO	Lexington Towers	 	 	 	 	 	 	 	 	 	 	 	 	 
	20	Barclays	39 Broadway	 	0	Springing	 	 	0	8,443	0	 	 	0	75,097	1,802,332







    7 


    BBCMS Mortgage Trust 2022-C17
 MORTGAGE LOAN SCHEDULE


    

	Sequence #	Seller	Property Name	Counterparty of RE Tax Escrow LOC	Upfront Ins. Reserve	Monthly Ins. Reserve	Insurance Escrow Cash or LOC	Counterparty of Insurance Escrow LOC	Upfront CapEx Reserve	Monthly Capex Reserve	CapEx Reserve Cap	Capex Escrow Cash or LOC	Counterparty of Capex Escrow LOC	Upfront TI/LC Reserve	Monthly TI/LC Reserve	TI/LC Reserve Cap
	21	BMO	3455 Veterans Memorial Highway	 	20,949	6,983	Cash	 	1,264	1,264	15,173	Cash	 	0	Springing	0
	22	AREF	One South Church	 	30,051	3,339	Cash	 	0	2,524	0	 	 	1,330,000	Springing	1,250,000
	23	BSPRT	Birnham Woods	 	0	4,461	 	 	0	1,677	100,645	 	 	0	Springing	336,848
	24	SGFC	Courtyard Sandestin	 	0	Springing	 	 	0	24,566	0	 	 	0	0	0
	25	SGFC	Trolley Square Leased Fee	 	0	Springing	 	 	0	Springing	0	 	 	0	0	0
	26	AREF	MHP Portfolio	 	8,941	2,980	Cash	 	49,975	3,250	0	Cash	 	0	0	0
	26.01	AREF	Watch E Kee & Sugar Creek	 	 	 	 	 	 	 	 	 	 	 	 	 
	26.02	AREF	Canton Portfolio	 	 	 	 	 	 	 	 	 	 	 	 	 
	26.03	AREF	Keokuk	 	 	 	 	 	 	 	 	 	 	 	 	 
	26.04	AREF	FMC	 	 	 	 	 	 	 	 	 	 	 	 	 
	26.05	AREF	Poplar	 	 	 	 	 	 	 	 	 	 	 	 	 
	26.06	AREF	Hummingbird Hill & Providential Crossing	 	 	 	 	 	 	 	 	 	 	 	 	 
	26.07	AREF	Eastwood	 	 	 	 	 	 	 	 	 	 	 	 	 
	26.08	AREF	Malvern	 	 	 	 	 	 	 	 	 	 	 	 	 
	26.09	AREF	Bronson	 	 	 	 	 	 	 	 	 	 	 	 	 
	27	SGFC	Residence Inn Sandestin	 	0	Springing	 	 	0	17,974	0	 	 	0	0	0
	28	Barclays	ExchangeRight In-Line Retail Portfolio 2	 	0	Springing	 	 	403,817	2,755	0	Cash	 	750,000	Springing	400,000
	28.01	Barclays	Madison Commons	 	 	 	 	 	 	 	 	 	 	 	 	 
	28.02	Barclays	Clarkston Oaks	 	 	 	 	 	 	 	 	 	 	 	 	 
	28.03	Barclays	Point Mallard Centre	 	 	 	 	 	 	 	 	 	 	 	 	 
	28.04	Barclays	Huber Heights	 	 	 	 	 	 	 	 	 	 	 	 	 
	28.05	Barclays	West Park Square	 	 	 	 	 	 	 	 	 	 	 	 	 
	28.06	Barclays	1160 Vann Drive	 	 	 	 	 	 	 	 	 	 	 	 	 
	28.07	Barclays	Cornhusker Plaza	 	 	 	 	 	 	 	 	 	 	 	 	 
	28.08	Barclays	Holbrook	 	 	 	 	 	 	 	 	 	 	 	 	 
	28.09	Barclays	Schnucks Farmington	 	 	 	 	 	 	 	 	 	 	 	 	 
	28.10	Barclays	Hudson Corners	 	 	 	 	 	 	 	 	 	 	 	 	 
	29	SGFC	15-19 W 116th Street	 	8,988	2,996	Cash	 	0	792	0	 	 	0	133	0
	30	Barclays	Morton Village Plaza	 	156,527	14,230	Cash	 	0	1,541	0	 	 	750,000	Springing	750,000
	31	BSPRT	Cortez Village Townhomes	 	57,875	6,824	Cash	 	156,000	1,938	0	Cash	 	0	0	0
	32	BSPRT	The Shoppes at Eagle Point	 	0	Springing	 	 	0	2,851	0	 	 	0	15,203	0
	33	KeyBank	Store It All Texas Portfolio	 	0	Springing	 	 	1,661	1,661	0	Cash	 	0	0	0
	33.01	KeyBank	Store It All - Loop 20	 	 	 	 	 	 	 	 	 	 	 	 	 
	33.02	KeyBank	Store It All - Del Norte	 	 	 	 	 	 	 	 	 	 	 	 	 
	35	Barclays	Boucher Self Storage Portfolio	 	0	Springing	 	 	0	965	0	 	 	0	0	0
	35.01	Barclays	APS Brookline South	 	 	 	 	 	 	 	 	 	 	 	 	 
	35.02	Barclays	APS Bradford	 	 	 	 	 	 	 	 	 	 	 	 	 
	35.03	Barclays	Top Notch Self Storage	 	 	 	 	 	 	 	 	 	 	 	 	 
	35.04	Barclays	APS Brookline North	 	 	 	 	 	 	 	 	 	 	 	 	 
	34	AREF	Main Square	 	29,853	2,296	Cash	 	0	404	0	 	 	100,000	4,044	550,000
	36	AREF	HIE Douglasville	 	9,699	3,233	Cash	 	200,000	10,776	0	Cash	 	0	0	0
	37	LMF	Hampton Inn & Suites Birmingham	 	4,127	1,965	Cash	 	0	10,752	0	 	 	0	0	0
	38	LMF	CVS Rhode Island	 	0	Springing	 	 	0	Springing	0	 	 	0	0	0
	39	LMF	Prime Storage -  Saratoga Wilton	 	9,810	779	Cash	 	0	588	0	 	 	0	0	0
	40	Barclays	Novi Commerce Center	 	0	Springing	 	 	200,000	854	0	Cash	 	100,000	Springing	100,000
	41	AREF	Clarksville Commons	 	4,125	2,063	Cash	 	0	1,801	0	 	 	250,000	9,004	0
	42	Barclays	Frisch's Commissary Kitchen	 	0	Springing	 	 	0	1,481	0	 	 	0	2,576	0
	43	LMF	214 East 52nd Street	 	9,211	975	Cash	 	0	540	0	 	 	0	265	0
	44	Barclays	Walgreens - Belfast	 	31	15	Cash	 	0	Springing	0	 	 	0	Springing	0
	45	LMF	Walgreens Baltimore	 	997	86	Cash	 	0	Springing	0	 	 	0	0	0
	46	Barclays	Security Self Storage	 	0	Springing	 	 	0	530	0	 	 	0	0	0
	47	LMF	Suntree Healthplex	 	22,064	1,910	Cash	 	0	832	0	 	 	350,000	Springing	350,000
	48	LMF	Cresthaven Mobile Home Park	 	2,310	550	Cash	 	0	267	0	 	 	0	0	0
	49	Barclays	Incubator Road Flex	 	3,060	1,530	Cash	 	20,000	420	0	Cash	 	100,000	1,470	200,000
	50	Barclays	Walgreens - Auburn, AL	 	102	102	Cash	 	0	Springing	0	 	 	0	Springing	0
	51	Barclays	Harrisburg Plaza	 	18,457	1,678	Cash	 	0	284	0	 	 	0	1,896	113,735
	52	Barclays	Walgreens - Columbus County	 	101	101	Cash	 	0	Springing	0	 	 	0	Springing	0
	53	KeyBank	Eastgate Plaza	 	0	Springing	 	 	1,169	1,169	0	Cash	 	2,337	2,337	150,000







    8 


    BBCMS Mortgage Trust 2022-C17
 MORTGAGE LOAN SCHEDULE


    

	Sequence #	Seller	Property Name	TI/LC Reserve Cash or LOC	Counterparty of TI/LC Escrow LOC	Upfront Debt Service Reserve	Monthly Debt Service Reserve	Debt Service Reserve Cash or LOC	Counterparty of TI/LC Escrow LOC
	1	BMO	Park West Village	 	 	0	0	 	 
	2	AREF	The Garland Hotel	 	 	500,000	0	Cash	 
	3	LMF, Barclays	4141 NE 2nd Avenue	 	 	0	0	 	 
	4	AREF	Chase St. & Cardone	Cash	 	0	0	 	 
	4.01	AREF	Chase St.	 	 	 	 	 	 
	4.02	AREF	Cardone	 	 	 	 	 	 
	5	SGFC, BMO	A&R Hospitality Portfolio	 	 	0	0	 	 
	5.01	SGFC, BMO	Fairfield Inn Orange Beach	 	 	 	 	 	 
	5.02	SGFC, BMO	Beachside Gulf Shores	 	 	 	 	 	 
	5.03	SGFC, BMO	Home2Suites Mobile	 	 	 	 	 	 
	5.04	SGFC, BMO	Home2Suites Daphne	 	 	 	 	 	 
	5.05	SGFC, BMO	Staybridge Suites Gulf Shores	 	 	 	 	 	 
	5.06	SGFC, BMO	Gulf Shores Motel 6	 	 	 	 	 	 
	5.07	SGFC, BMO	Red Roof Pensacola	 	 	 	 	 	 
	5.08	SGFC, BMO	Quality Inn Gulf Shores	 	 	 	 	 	 
	5.09	SGFC, BMO	Red Roof Gulf Shores	 	 	 	 	 	 
	6	BSPRT	Hamilton Portfolio	 	 	0	0	 	 
	6.01	BSPRT	The Shoppes at Hamilton Place	 	 	 	 	 	 
	6.02	BSPRT	The Terrace	 	 	 	 	 	 
	6.03	BSPRT	Hamilton Corner	 	 	 	 	 	 
	6.04	BSPRT	Hamilton Crossing	 	 	 	 	 	 
	7	KeyBank	Green Valley Corporate Center North	Cash	 	0	0	 	 
	8	Barclays	Autokiniton Industrial Portfolio	 	 	0	0	 	 
	8.01	Barclays	Autokiniton Industrial - Elkton	 	 	 	 	 	 
	8.02	Barclays	Autokiniton Industrial - Bardstown	 	 	 	 	 	 
	9	AREF	2100 Wharton Street	Cash	 	0	0	 	 
	10	LMF	Chidlaw Building	Cash	 	0	0	 	 
	11	UBS AG	3075 Olcott	 	 	0	0	 	 
	12	KeyBank	InCommercial Portfolio	 	 	0	0	 	 
	12.01	KeyBank	Kohl's - St. Joseph	 	 	 	 	 	 
	12.02	KeyBank	Walgreens - Birmingham	 	 	 	 	 	 
	12.03	KeyBank	Columbus Dialysis Clinic	 	 	 	 	 	 
	12.04	KeyBank	Family Dollar/Dollar Tree - Hamilton	 	 	 	 	 	 
	12.05	KeyBank	Dollar General - Barren Springs	 	 	 	 	 	 
	12.06	KeyBank	Family Dollar/Dollar Tree - Windsor	 	 	 	 	 	 
	12.07	KeyBank	Advance Auto Parts - Hamilton	 	 	 	 	 	 
	12.08	KeyBank	Dollar General - Geneva	 	 	 	 	 	 
	12.09	KeyBank	Advance Auto Parts - Van Buren	 	 	 	 	 	 
	12.10	KeyBank	Dollar General - Veguita	 	 	 	 	 	 
	12.11	KeyBank	Dollar General - Fertile	 	 	 	 	 	 
	12.12	KeyBank	Dollar General - Remer	 	 	 	 	 	 
	12.13	KeyBank	Dollar General - Roseville	 	 	 	 	 	 
	12.14	KeyBank	Dollar General - Newhall	 	 	 	 	 	 
	12.15	KeyBank	Dollar General - Frazee	 	 	 	 	 	 
	12.16	KeyBank	Dollar General - Woodson	 	 	 	 	 	 
	12.17	KeyBank	Dollar General - Sloan	 	 	 	 	 	 
	12.18	KeyBank	Dollar General - Emily	 	 	 	 	 	 
	12.19	KeyBank	Dollar General - Bunker	 	 	 	 	 	 
	12.20	KeyBank	Dollar General - Remsen	 	 	 	 	 	 
	12.21	KeyBank	Dollar General - Dallas City	 	 	 	 	 	 
	12.22	KeyBank	Dollar General - Dayton	 	 	 	 	 	 
	12.23	KeyBank	Dollar General - Winnebago	 	 	 	 	 	 
	13	BMO	Bell Works	Cash	 	0	0	 	 
	14	KeyBank	KB Portfolio	Cash	 	0	0	 	 
	14.01	KeyBank	Walgreens - Las Vegas	 	 	 	 	 	 
	14.02	KeyBank	Waystar Building	 	 	 	 	 	 
	14.03	KeyBank	Fresenius Kidney Care	 	 	 	 	 	 
	14.04	KeyBank	Tower Health	 	 	 	 	 	 
	14.05	KeyBank	New Orleans MOB	 	 	 	 	 	 
	14.06	KeyBank	Penn State Health	 	 	 	 	 	 
	14.07	KeyBank	Carmichael MOB	 	 	 	 	 	 
	14.08	KeyBank	Port Arthur Dialysis	 	 	 	 	 	 
	14.09	KeyBank	Auburn Medical	 	 	 	 	 	 
	14.10	KeyBank	Berkley Eye Institute, PA	 	 	 	 	 	 
	15	KeyBank	Village Crossroads	 	 	0	0	 	 
	16	BMO	Saks Fulfillment Center	 	 	0	0	 	 
	17	AREF	The Overlook	Cash	 	0	0	 	 
	18	AREF	Crossgates Commons	Cash	 	0	0	 	 
	19	BMO	Yorkshire & Lexington Towers	Cash	 	0	0	 	 
	19.01	BMO	Yorkshire Towers	 	 	 	 	 	 
	19.02	BMO	Lexington Towers	 	 	 	 	 	 
	20	Barclays	39 Broadway	 	 	0	0	 	 







    9 


    BBCMS Mortgage Trust 2022-C17
 MORTGAGE LOAN SCHEDULE


    

	Sequence #	Seller	Property Name	TI/LC Reserve Cash or LOC	Counterparty of TI/LC Escrow LOC	Upfront Debt Service Reserve	Monthly Debt Service Reserve	Debt Service Reserve Cash or LOC	Counterparty of TI/LC Escrow LOC
	21	BMO	3455 Veterans Memorial Highway	 	 	0	0	 	 
	22	AREF	One South Church	Cash	 	0	0	 	 
	23	BSPRT	Birnham Woods	 	 	0	0	 	 
	24	SGFC	Courtyard Sandestin	 	 	0	0	 	 
	25	SGFC	Trolley Square Leased Fee	 	 	0	0	 	 
	26	AREF	MHP Portfolio	 	 	0	0	 	 
	26.01	AREF	Watch E Kee & Sugar Creek	 	 	 	 	 	 
	26.02	AREF	Canton Portfolio	 	 	 	 	 	 
	26.03	AREF	Keokuk	 	 	 	 	 	 
	26.04	AREF	FMC	 	 	 	 	 	 
	26.05	AREF	Poplar	 	 	 	 	 	 
	26.06	AREF	Hummingbird Hill & Providential Crossing	 	 	 	 	 	 
	26.07	AREF	Eastwood	 	 	 	 	 	 
	26.08	AREF	Malvern	 	 	 	 	 	 
	26.09	AREF	Bronson	 	 	 	 	 	 
	27	SGFC	Residence Inn Sandestin	 	 	0	0	 	 
	28	Barclays	ExchangeRight In-Line Retail Portfolio 2	Cash	 	0	0	 	 
	28.01	Barclays	Madison Commons	 	 	 	 	 	 
	28.02	Barclays	Clarkston Oaks	 	 	 	 	 	 
	28.03	Barclays	Point Mallard Centre	 	 	 	 	 	 
	28.04	Barclays	Huber Heights	 	 	 	 	 	 
	28.05	Barclays	West Park Square	 	 	 	 	 	 
	28.06	Barclays	1160 Vann Drive	 	 	 	 	 	 
	28.07	Barclays	Cornhusker Plaza	 	 	 	 	 	 
	28.08	Barclays	Holbrook	 	 	 	 	 	 
	28.09	Barclays	Schnucks Farmington	 	 	 	 	 	 
	28.10	Barclays	Hudson Corners	 	 	 	 	 	 
	29	SGFC	15-19 W 116th Street	 	 	0	0	 	 
	30	Barclays	Morton Village Plaza	Cash	 	0	0	 	 
	31	BSPRT	Cortez Village Townhomes	 	 	0	0	 	 
	32	BSPRT	The Shoppes at Eagle Point	 	 	0	0	 	 
	33	KeyBank	Store It All Texas Portfolio	 	 	0	0	 	 
	33.01	KeyBank	Store It All - Loop 20	 	 	 	 	 	 
	33.02	KeyBank	Store It All - Del Norte	 	 	 	 	 	 
	35	Barclays	Boucher Self Storage Portfolio	 	 	0	0	 	 
	35.01	Barclays	APS Brookline South	 	 	 	 	 	 
	35.02	Barclays	APS Bradford	 	 	 	 	 	 
	35.03	Barclays	Top Notch Self Storage	 	 	 	 	 	 
	35.04	Barclays	APS Brookline North	 	 	 	 	 	 
	34	AREF	Main Square	Cash	 	0	0	 	 
	36	AREF	HIE Douglasville	 	 	0	0	 	 
	37	LMF	Hampton Inn & Suites Birmingham	 	 	0	0	 	 
	38	LMF	CVS Rhode Island	 	 	0	0	 	 
	39	LMF	Prime Storage -  Saratoga Wilton	 	 	0	0	 	 
	40	Barclays	Novi Commerce Center	Cash	 	0	0	 	 
	41	AREF	Clarksville Commons	Cash	 	0	0	 	 
	42	Barclays	Frisch's Commissary Kitchen	 	 	0	0	 	 
	43	LMF	214 East 52nd Street	 	 	0	0	 	 
	44	Barclays	Walgreens - Belfast	 	 	0	0	 	 
	45	LMF	Walgreens Baltimore	 	 	0	0	 	 
	46	Barclays	Security Self Storage	 	 	0	0	 	 
	47	LMF	Suntree Healthplex	Cash	 	0	0	 	 
	48	LMF	Cresthaven Mobile Home Park	 	 	0	0	 	 
	49	Barclays	Incubator Road Flex	Cash	 	0	0	 	 
	50	Barclays	Walgreens - Auburn, AL	 	 	0	0	 	 
	51	Barclays	Harrisburg Plaza	 	 	0	0	 	 
	52	Barclays	Walgreens - Columbus County	 	 	0	0	 	 
	53	KeyBank	Eastgate Plaza	Cash	 	0	0	 	 







    10 


    BBCMS Mortgage Trust 2022-C17
 MORTGAGE LOAN SCHEDULE


    

	Sequence #	Seller	Property Name	Upfront Other Description	Upfront Other Reserve
	1	BMO	Park West Village	Unit Upgrade Reserve (Upfront: $7,858,500), Supplemental Income Reserve (Upfront: $4,920,000; Monthly: Springing)	12,778,500
	2	AREF	The Garland Hotel	Ground Rent Reserve	27,453
	3	LMF, Barclays	4141 NE 2nd Avenue	Existing TI/LC Obligations Reserve ($227,875), Rent Concession Reserve ($184,662)	412,537
	4	AREF	Chase St. & Cardone	Chicago Steel Reserve ($296,000), Seller Credit Reserve ($101,700)	397,700
	4.01	AREF	Chase St.	 	 
	4.02	AREF	Cardone	 	 
	5	SGFC, BMO	A&R Hospitality Portfolio	Seasonality Reserve (Upfront: $850,000, Monthly: Springing), PIP Reserve (Upfront: $1,164,688), Beachside Improvements Reserve (Upfront: $250,000)	2,264,688
	5.01	SGFC, BMO	Fairfield Inn Orange Beach	 	 
	5.02	SGFC, BMO	Beachside Gulf Shores	 	 
	5.03	SGFC, BMO	Home2Suites Mobile	 	 
	5.04	SGFC, BMO	Home2Suites Daphne	 	 
	5.05	SGFC, BMO	Staybridge Suites Gulf Shores	 	 
	5.06	SGFC, BMO	Gulf Shores Motel 6	 	 
	5.07	SGFC, BMO	Red Roof Pensacola	 	 
	5.08	SGFC, BMO	Quality Inn Gulf Shores	 	 
	5.09	SGFC, BMO	Red Roof Gulf Shores	 	 
	6	BSPRT	Hamilton Portfolio	 	0
	6.01	BSPRT	The Shoppes at Hamilton Place	 	 
	6.02	BSPRT	The Terrace	 	 
	6.03	BSPRT	Hamilton Corner	 	 
	6.04	BSPRT	Hamilton Crossing	 	 
	7	KeyBank	Green Valley Corporate Center North	Unfunded Obligations Reserve ($2,428,521); Rent Concession Reserve ($1,011,719); Rent Concessions Reserve ($970,941.56)	4,411,182
	8	Barclays	Autokiniton Industrial Portfolio	 	0
	8.01	Barclays	Autokiniton Industrial - Elkton	 	 
	8.02	Barclays	Autokiniton Industrial - Bardstown	 	 
	9	AREF	2100 Wharton Street	Free Rent Reserve ($53,879.77), Unfunded Obligations Reserve ($663,908)	717,788
	10	LMF	Chidlaw Building	Workspace CO Tenant Improvement Obligations ($238,600.60), Jacobs Technology Tenant Improvement Obligations ($105,083.24), Workspace Rent Abatement Funds ($65,356), Spectrum Rent Credit Funds ($48,450)	457,490
	11	UBS AG	3075 Olcott	TATILC Reserve (Upfront: $23,983,292), Outstanding Completion Obligations Reserve (Upfront: $20,083,016), Rent Concession Reserve (Upfront: $10,469,403)	54,535,711
	12	KeyBank	InCommercial Portfolio	Springing Specified Tenant Reserve	0
	12.01	KeyBank	Kohl's - St. Joseph	 	 
	12.02	KeyBank	Walgreens - Birmingham	 	 
	12.03	KeyBank	Columbus Dialysis Clinic	 	 
	12.04	KeyBank	Family Dollar/Dollar Tree - Hamilton	 	 
	12.05	KeyBank	Dollar General - Barren Springs	 	 
	12.06	KeyBank	Family Dollar/Dollar Tree - Windsor	 	 
	12.07	KeyBank	Advance Auto Parts - Hamilton	 	 
	12.08	KeyBank	Dollar General - Geneva	 	 
	12.09	KeyBank	Advance Auto Parts - Van Buren	 	 
	12.10	KeyBank	Dollar General - Veguita	 	 
	12.11	KeyBank	Dollar General - Fertile	 	 
	12.12	KeyBank	Dollar General - Remer	 	 
	12.13	KeyBank	Dollar General - Roseville	 	 
	12.14	KeyBank	Dollar General - Newhall	 	 
	12.15	KeyBank	Dollar General - Frazee	 	 
	12.16	KeyBank	Dollar General - Woodson	 	 
	12.17	KeyBank	Dollar General - Sloan	 	 
	12.18	KeyBank	Dollar General - Emily	 	 
	12.19	KeyBank	Dollar General - Bunker	 	 
	12.20	KeyBank	Dollar General - Remsen	 	 
	12.21	KeyBank	Dollar General - Dallas City	 	 
	12.22	KeyBank	Dollar General - Dayton	 	 
	12.23	KeyBank	Dollar General - Winnebago	 	 
	13	BMO	Bell Works	Outstanding Obligations Reserve (Upfront: $6,778,984), Put Price Reserve (Monthly: Springing)	6,778,984
	14	KeyBank	KB Portfolio	REA Common Charge Reserve ($113,915), Condominium Common Charges Reserve ($20,000)	133,915
	14.01	KeyBank	Walgreens - Las Vegas	 	 
	14.02	KeyBank	Waystar Building	 	 
	14.03	KeyBank	Fresenius Kidney Care	 	 
	14.04	KeyBank	Tower Health	 	 
	14.05	KeyBank	New Orleans MOB	 	 
	14.06	KeyBank	Penn State Health	 	 
	14.07	KeyBank	Carmichael MOB	 	 
	14.08	KeyBank	Port Arthur Dialysis	 	 
	14.09	KeyBank	Auburn Medical	 	 
	14.10	KeyBank	Berkley Eye Institute, PA	 	 
	15	KeyBank	Village Crossroads	Major Tenant Rollover Reserve, Co-Tenancy Reserve	0
	16	BMO	Saks Fulfillment Center	 	0
	17	AREF	The Overlook	Outstanding TI/LC Deposit ($1,139,748.52), Rent Abatement Reserve ($317,535.56)	1,457,284
	18	AREF	Crossgates Commons	Planet Fitness TI Reserve ($375,000), HVAC Reserve ($42,579)	417,579
	19	BMO	Yorkshire & Lexington Towers	Unit Upgrade Reserve (Upfront: $6,500,000), Supplemental Income Reserve (Upfront: $5,900,000; Monthly: Springing)	12,400,000
	19.01	BMO	Yorkshire Towers	 	 
	19.02	BMO	Lexington Towers	 	 
	20	Barclays	39 Broadway	Unfunded Obligations Reserve	1,355,477







    11 


    BBCMS Mortgage Trust 2022-C17
 MORTGAGE LOAN SCHEDULE


    

	Sequence #	Seller	Property Name	Upfront Other Description	Upfront Other Reserve
	21	BMO	3455 Veterans Memorial Highway	 	0
	22	AREF	One South Church	Outstanding TI/LC Reserve ($672,177.87), Rent Abatement Reserve ($55,798.12)	727,976
	23	BSPRT	Birnham Woods	 	0
	24	SGFC	Courtyard Sandestin	Room Renovations Reserve (Upfront: $3,480,000), PIP Reserve (Monthly: Springing)	3,480,000
	25	SGFC	Trolley Square Leased Fee	 	0
	26	AREF	MHP Portfolio	Eastwood Holdback Reserve ($752,993.59), Utility Meter Installation Reserve ($85,000)	837,994
	26.01	AREF	Watch E Kee & Sugar Creek	 	 
	26.02	AREF	Canton Portfolio	 	 
	26.03	AREF	Keokuk	 	 
	26.04	AREF	FMC	 	 
	26.05	AREF	Poplar	 	 
	26.06	AREF	Hummingbird Hill & Providential Crossing	 	 
	26.07	AREF	Eastwood	 	 
	26.08	AREF	Malvern	 	 
	26.09	AREF	Bronson	 	 
	27	SGFC	Residence Inn Sandestin	Room Renovations Reserve (Upfront: $2,380,000), PIP Reserve (Monthly: Springing)	2,380,000
	28	Barclays	ExchangeRight In-Line Retail Portfolio 2	Unfunded Obligations Reserve	253,070
	28.01	Barclays	Madison Commons	 	 
	28.02	Barclays	Clarkston Oaks	 	 
	28.03	Barclays	Point Mallard Centre	 	 
	28.04	Barclays	Huber Heights	 	 
	28.05	Barclays	West Park Square	 	 
	28.06	Barclays	1160 Vann Drive	 	 
	28.07	Barclays	Cornhusker Plaza	 	 
	28.08	Barclays	Holbrook	 	 
	28.09	Barclays	Schnucks Farmington	 	 
	28.10	Barclays	Hudson Corners	 	 
	29	SGFC	15-19 W 116th Street	 	0
	30	Barclays	Morton Village Plaza	Static Recourse Reserve ($500,000), Outstanding TI Reserve ($90,500), Free Rent Reserve ($53,131.29)	643,631
	31	BSPRT	Cortez Village Townhomes	 	0
	32	BSPRT	The Shoppes at Eagle Point	 	0
	33	KeyBank	Store It All Texas Portfolio	 	0
	33.01	KeyBank	Store It All - Loop 20	 	 
	33.02	KeyBank	Store It All - Del Norte	 	 
	35	Barclays	Boucher Self Storage Portfolio	 	0
	35.01	Barclays	APS Brookline South	 	 
	35.02	Barclays	APS Bradford	 	 
	35.03	Barclays	Top Notch Self Storage	 	 
	35.04	Barclays	APS Brookline North	 	 
	34	AREF	Main Square	 	0
	36	AREF	HIE Douglasville	PIP Reserve (Monthly: Springing), Hotel Tax Reserve (Monthly: Springing)	0
	37	LMF	Hampton Inn & Suites Birmingham	PIP Reserve	2,312,000
	38	LMF	CVS Rhode Island	 	0
	39	LMF	Prime Storage -  Saratoga Wilton	 	0
	40	Barclays	Novi Commerce Center	Unfunded Obligations Reserve	2,083
	41	AREF	Clarksville Commons	Free Rent Reserve	160,110
	42	Barclays	Frisch's Commissary Kitchen	 	0
	43	LMF	214 East 52nd Street	Condominium Common Charge Reserve (Upfront: $37,954; Monthly: Springing)	37,954
	44	Barclays	Walgreens - Belfast	 	0
	45	LMF	Walgreens Baltimore	 	0
	46	Barclays	Security Self Storage	 	0
	47	LMF	Suntree Healthplex	 	0
	48	LMF	Cresthaven Mobile Home Park	 	0
	49	Barclays	Incubator Road Flex	AMR TI/LC Reserve	0
	50	Barclays	Walgreens - Auburn, AL	Anchor Tenant Reserve	0
	51	Barclays	Harrisburg Plaza	Outstanding TI Reserve, Tenant Trigger Deposit Reserve	0
	52	Barclays	Walgreens - Columbus County	Anchor Tenant Reserve	0
	53	KeyBank	Eastgate Plaza	Planet Fitness Reserve, Event Zona Reserve	0







    12 


    BBCMS Mortgage Trust 2022-C17
 MORTGAGE LOAN SCHEDULE


    

	Sequence #	Seller	Property Name	Other Monthly Description	Monthly Other Reserve	Other Reserve Cap	Other Reserve Cash or LOC	Counterparty of Other Escrow LOC
	1	BMO	Park West Village	Unit Upgrade Reserve (Upfront: $7,858,500), Supplemental Income Reserve (Upfront: $4,920,000; Monthly: Springing)	Springing	0	Cash	 
	2	AREF	The Garland Hotel	Ground Rent Reserve	0	0	Cash	 
	3	LMF, Barclays	4141 NE 2nd Avenue	Existing TI/LC Obligations Reserve ($227,875), Rent Concession Reserve ($184,662)	0	Various	Cash	 
	4	AREF	Chase St. & Cardone	Chicago Steel Reserve ($296,000), Seller Credit Reserve ($101,700)	0	0	Cash	 
	4.01	AREF	Chase St.	 	 	 	 	 
	4.02	AREF	Cardone	 	 	 	 	 
	5	SGFC, BMO	A&R Hospitality Portfolio	Seasonality Reserve (Upfront: $850,000, Monthly: Springing), PIP Reserve (Upfront: $1,164,688), Beachside Improvements Reserve (Upfront: $250,000)	Springing	Seasonality Reserve ($850,000)	Cash	 
	5.01	SGFC, BMO	Fairfield Inn Orange Beach	 	 	 	 	 
	5.02	SGFC, BMO	Beachside Gulf Shores	 	 	 	 	 
	5.03	SGFC, BMO	Home2Suites Mobile	 	 	 	 	 
	5.04	SGFC, BMO	Home2Suites Daphne	 	 	 	 	 
	5.05	SGFC, BMO	Staybridge Suites Gulf Shores	 	 	 	 	 
	5.06	SGFC, BMO	Gulf Shores Motel 6	 	 	 	 	 
	5.07	SGFC, BMO	Red Roof Pensacola	 	 	 	 	 
	5.08	SGFC, BMO	Quality Inn Gulf Shores	 	 	 	 	 
	5.09	SGFC, BMO	Red Roof Gulf Shores	 	 	 	 	 
	6	BSPRT	Hamilton Portfolio	 	0	0	 	 
	6.01	BSPRT	The Shoppes at Hamilton Place	 	 	 	 	 
	6.02	BSPRT	The Terrace	 	 	 	 	 
	6.03	BSPRT	Hamilton Corner	 	 	 	 	 
	6.04	BSPRT	Hamilton Crossing	 	 	 	 	 
	7	KeyBank	Green Valley Corporate Center North	Unfunded Obligations Reserve ($2,428,521); Rent Concession Reserve ($1,011,719); Rent Concessions Reserve ($970,941.56)	0	0	Cash	 
	8	Barclays	Autokiniton Industrial Portfolio	 	0	0	 	 
	8.01	Barclays	Autokiniton Industrial - Elkton	 	 	 	 	 
	8.02	Barclays	Autokiniton Industrial - Bardstown	 	 	 	 	 
	9	AREF	2100 Wharton Street	Free Rent Reserve ($53,879.77), Unfunded Obligations Reserve ($663,908)	0	0	Cash	 
	10	LMF	Chidlaw Building	Workspace CO Tenant Improvement Obligations ($238,600.60), Jacobs Technology Tenant Improvement Obligations ($105,083.24), Workspace Rent Abatement Funds ($65,356), Spectrum Rent Credit Funds ($48,450)	0	0	Cash	 
	11	UBS AG	3075 Olcott	TATILC Reserve (Upfront: $23,983,292), Outstanding Completion Obligations Reserve (Upfront: $20,083,016), Rent Concession Reserve (Upfront: $10,469,403)	0	0	Cash	 
	12	KeyBank	InCommercial Portfolio	Springing Specified Tenant Reserve	Springing	Various 	 	 
	12.01	KeyBank	Kohl's - St. Joseph	 	 	 	 	 
	12.02	KeyBank	Walgreens - Birmingham	 	 	 	 	 
	12.03	KeyBank	Columbus Dialysis Clinic	 	 	 	 	 
	12.04	KeyBank	Family Dollar/Dollar Tree - Hamilton	 	 	 	 	 
	12.05	KeyBank	Dollar General - Barren Springs	 	 	 	 	 
	12.06	KeyBank	Family Dollar/Dollar Tree - Windsor	 	 	 	 	 
	12.07	KeyBank	Advance Auto Parts - Hamilton	 	 	 	 	 
	12.08	KeyBank	Dollar General - Geneva	 	 	 	 	 
	12.09	KeyBank	Advance Auto Parts - Van Buren	 	 	 	 	 
	12.10	KeyBank	Dollar General - Veguita	 	 	 	 	 
	12.11	KeyBank	Dollar General - Fertile	 	 	 	 	 
	12.12	KeyBank	Dollar General - Remer	 	 	 	 	 
	12.13	KeyBank	Dollar General - Roseville	 	 	 	 	 
	12.14	KeyBank	Dollar General - Newhall	 	 	 	 	 
	12.15	KeyBank	Dollar General - Frazee	 	 	 	 	 
	12.16	KeyBank	Dollar General - Woodson	 	 	 	 	 
	12.17	KeyBank	Dollar General - Sloan	 	 	 	 	 
	12.18	KeyBank	Dollar General - Emily	 	 	 	 	 
	12.19	KeyBank	Dollar General - Bunker	 	 	 	 	 
	12.20	KeyBank	Dollar General - Remsen	 	 	 	 	 
	12.21	KeyBank	Dollar General - Dallas City	 	 	 	 	 
	12.22	KeyBank	Dollar General - Dayton	 	 	 	 	 
	12.23	KeyBank	Dollar General - Winnebago	 	 	 	 	 
	13	BMO	Bell Works	Outstanding Obligations Reserve (Upfront: $6,778,984), Put Price Reserve (Monthly: Springing)	Springing	0	Cash	 
	14	KeyBank	KB Portfolio	REA Common Charge Reserve ($113,915), Condominium Common Charges Reserve ($20,000)	0	0	Cash	 
	14.01	KeyBank	Walgreens - Las Vegas	 	 	 	 	 
	14.02	KeyBank	Waystar Building	 	 	 	 	 
	14.03	KeyBank	Fresenius Kidney Care	 	 	 	 	 
	14.04	KeyBank	Tower Health	 	 	 	 	 
	14.05	KeyBank	New Orleans MOB	 	 	 	 	 
	14.06	KeyBank	Penn State Health	 	 	 	 	 
	14.07	KeyBank	Carmichael MOB	 	 	 	 	 
	14.08	KeyBank	Port Arthur Dialysis	 	 	 	 	 
	14.09	KeyBank	Auburn Medical	 	 	 	 	 
	14.10	KeyBank	Berkley Eye Institute, PA	 	 	 	 	 
	15	KeyBank	Village Crossroads	Major Tenant Rollover Reserve, Co-Tenancy Reserve	Springing	0	 	 
	16	BMO	Saks Fulfillment Center	 	0	0	 	 
	17	AREF	The Overlook	Outstanding TI/LC Deposit ($1,139,748.52), Rent Abatement Reserve ($317,535.56)	0	0	Cash	 
	18	AREF	Crossgates Commons	Planet Fitness TI Reserve ($375,000), HVAC Reserve ($42,579)	0	0	Cash	 
	19	BMO	Yorkshire & Lexington Towers	Unit Upgrade Reserve (Upfront: $6,500,000), Supplemental Income Reserve (Upfront: $5,900,000; Monthly: Springing)	Springing	0	Cash	 
	19.01	BMO	Yorkshire Towers	 	 	 	 	 
	19.02	BMO	Lexington Towers	 	 	 	 	 
	20	Barclays	39 Broadway	Unfunded Obligations Reserve	1,355,477	0	Cash	 







    13 


    BBCMS Mortgage Trust 2022-C17
 MORTGAGE LOAN SCHEDULE


    

	Sequence #	Seller	Property Name	Other Monthly Description	Monthly Other Reserve	Other Reserve Cap	Other Reserve Cash or LOC	Counterparty of Other Escrow LOC
	21	BMO	3455 Veterans Memorial Highway	 	0	0	 	 
	22	AREF	One South Church	Outstanding TI/LC Reserve ($672,177.87), Rent Abatement Reserve ($55,798.12)	0	0	Cash	 
	23	BSPRT	Birnham Woods	 	0	0	 	 
	24	SGFC	Courtyard Sandestin	Room Renovations Reserve (Upfront: $3,480,000), PIP Reserve (Monthly: Springing)	Springing	0	Cash	 
	25	SGFC	Trolley Square Leased Fee	 	0	0	 	 
	26	AREF	MHP Portfolio	Eastwood Holdback Reserve ($752,993.59), Utility Meter Installation Reserve ($85,000)	0	0	Cash	 
	26.01	AREF	Watch E Kee & Sugar Creek	 	 	 	 	 
	26.02	AREF	Canton Portfolio	 	 	 	 	 
	26.03	AREF	Keokuk	 	 	 	 	 
	26.04	AREF	FMC	 	 	 	 	 
	26.05	AREF	Poplar	 	 	 	 	 
	26.06	AREF	Hummingbird Hill & Providential Crossing	 	 	 	 	 
	26.07	AREF	Eastwood	 	 	 	 	 
	26.08	AREF	Malvern	 	 	 	 	 
	26.09	AREF	Bronson	 	 	 	 	 
	27	SGFC	Residence Inn Sandestin	Room Renovations Reserve (Upfront: $2,380,000), PIP Reserve (Monthly: Springing)	Springing	0	Cash	 
	28	Barclays	ExchangeRight In-Line Retail Portfolio 2	Unfunded Obligations Reserve	0	0	Cash	 
	28.01	Barclays	Madison Commons	 	 	 	 	 
	28.02	Barclays	Clarkston Oaks	 	 	 	 	 
	28.03	Barclays	Point Mallard Centre	 	 	 	 	 
	28.04	Barclays	Huber Heights	 	 	 	 	 
	28.05	Barclays	West Park Square	 	 	 	 	 
	28.06	Barclays	1160 Vann Drive	 	 	 	 	 
	28.07	Barclays	Cornhusker Plaza	 	 	 	 	 
	28.08	Barclays	Holbrook	 	 	 	 	 
	28.09	Barclays	Schnucks Farmington	 	 	 	 	 
	28.10	Barclays	Hudson Corners	 	 	 	 	 
	29	SGFC	15-19 W 116th Street	 	0	0	 	 
	30	Barclays	Morton Village Plaza	Static Recourse Reserve ($500,000), Outstanding TI Reserve ($90,500), Free Rent Reserve ($53,131.29)	0	0	Cash	 
	31	BSPRT	Cortez Village Townhomes	 	0	0	 	 
	32	BSPRT	The Shoppes at Eagle Point	 	0	0	 	 
	33	KeyBank	Store It All Texas Portfolio	 	0	0	 	 
	33.01	KeyBank	Store It All - Loop 20	 	 	 	 	 
	33.02	KeyBank	Store It All - Del Norte	 	 	 	 	 
	35	Barclays	Boucher Self Storage Portfolio	 	0	0	 	 
	35.01	Barclays	APS Brookline South	 	 	 	 	 
	35.02	Barclays	APS Bradford	 	 	 	 	 
	35.03	Barclays	Top Notch Self Storage	 	 	 	 	 
	35.04	Barclays	APS Brookline North	 	 	 	 	 
	34	AREF	Main Square	 	0	0	 	 
	36	AREF	HIE Douglasville	PIP Reserve (Monthly: Springing), Hotel Tax Reserve (Monthly: Springing)	Springing	0	 	 
	37	LMF	Hampton Inn & Suites Birmingham	PIP Reserve	0	0	Cash	 
	38	LMF	CVS Rhode Island	 	0	0	 	 
	39	LMF	Prime Storage -  Saratoga Wilton	 	0	0	 	 
	40	Barclays	Novi Commerce Center	Unfunded Obligations Reserve	0	0	Cash	 
	41	AREF	Clarksville Commons	Free Rent Reserve	0	0	Cash	 
	42	Barclays	Frisch's Commissary Kitchen	 	0	0	 	 
	43	LMF	214 East 52nd Street	Condominium Common Charge Reserve (Upfront: $37,954; Monthly: Springing)	Springing	0	Cash	 
	44	Barclays	Walgreens - Belfast	 	0	0	 	 
	45	LMF	Walgreens Baltimore	 	0	0	 	 
	46	Barclays	Security Self Storage	 	0	0	 	 
	47	LMF	Suntree Healthplex	 	0	0	 	 
	48	LMF	Cresthaven Mobile Home Park	 	0	0	 	 
	49	Barclays	Incubator Road Flex	AMR TI/LC Reserve	15,000	60,000	 	 
	50	Barclays	Walgreens - Auburn, AL	Anchor Tenant Reserve	Springing	0	 	 
	51	Barclays	Harrisburg Plaza	Outstanding TI Reserve, Tenant Trigger Deposit Reserve	Springing	0	 	 
	52	Barclays	Walgreens - Columbus County	Anchor Tenant Reserve	Springing	0	 	 
	53	KeyBank	Eastgate Plaza	Planet Fitness Reserve, Event Zona Reserve	Springing	0	 	 







    14 


    BBCMS Mortgage Trust 2022-C17
 MORTGAGE LOAN SCHEDULE


    

	Sequence #	Seller	Property Name	Holdback Amt	Description of LOC	Letter of Credit	Lockbox Type	Borrower Name
	1	BMO	Park West Village	NAP	NAP	No	Soft (Residential); Hard (Commercial)	CF PWV LLC and SM PWV LLC
	2	AREF	The Garland Hotel	NAP	NAP	No	Hard	The Garland Hotel LLC
	3	LMF, Barclays	4141 NE 2nd Avenue	NAP	NAP	No	Springing	Dacra Design 4141 LLC
	4	AREF	Chase St. & Cardone	NAP	NAP	No	Hard	Chase/Cardone Properties, LLC
	4.01	AREF	Chase St.	 	 	 	 	 
	4.02	AREF	Cardone	 	 	 	 	 
	5	SGFC, BMO	A&R Hospitality Portfolio	NAP	NAP	No	Springing	Shivam Hospitality, L.L.C., Radha Hospitality, L.L.C., Aditi Hospitality, L.L.C., Kanah Hospitality, L.L.C., Shree Vikat Hospitality, L.L.C., Maruti Hospitality, L.L.C., Shree Kapil Hospitality, LLC, Shree Ram Hospitality L.L.C. and Shree Narayan Hospitality L.L.C.
	5.01	SGFC, BMO	Fairfield Inn Orange Beach	 	 	 	 	 
	5.02	SGFC, BMO	Beachside Gulf Shores	 	 	 	 	 
	5.03	SGFC, BMO	Home2Suites Mobile	 	 	 	 	 
	5.04	SGFC, BMO	Home2Suites Daphne	 	 	 	 	 
	5.05	SGFC, BMO	Staybridge Suites Gulf Shores	 	 	 	 	 
	5.06	SGFC, BMO	Gulf Shores Motel 6	 	 	 	 	 
	5.07	SGFC, BMO	Red Roof Pensacola	 	 	 	 	 
	5.08	SGFC, BMO	Quality Inn Gulf Shores	 	 	 	 	 
	5.09	SGFC, BMO	Red Roof Gulf Shores	 	 	 	 	 
	6	BSPRT	Hamilton Portfolio	NAP	NAP	No	Hard	Hamilton Corner CMBS II, LLC, Hamilton Crossing CMBS II, LLC, The Shoppes at Hamilton Place CMBS, LLC and Terrace CMBS, LLC
	6.01	BSPRT	The Shoppes at Hamilton Place	 	 	 	 	 
	6.02	BSPRT	The Terrace	 	 	 	 	 
	6.03	BSPRT	Hamilton Corner	 	 	 	 	 
	6.04	BSPRT	Hamilton Crossing	 	 	 	 	 
	7	KeyBank	Green Valley Corporate Center North	NAP	NAP	No	Hard	KB Green Valley North, DST
	8	Barclays	Autokiniton Industrial Portfolio	NAP	NAP	No	Hard	AGNL Stamping, L.L.C.
	8.01	Barclays	Autokiniton Industrial - Elkton	 	 	 	 	 
	8.02	Barclays	Autokiniton Industrial - Bardstown	 	 	 	 	 
	9	AREF	2100 Wharton Street	NAP	NAP	No	Hard	Wharton Lender Associates, LP and L&A Lender Associates, LP
	10	LMF	Chidlaw Building	NAP	NAP	No	Hard	Sapphire Childlaw, LLC
	11	UBS AG	3075 Olcott	NAP	NAP	No	Hard	3075Tech LLC
	12	KeyBank	InCommercial Portfolio	NAP	NAP	No	Hard	InCommercial Net Lease DST 6
	12.01	KeyBank	Kohl's - St. Joseph	 	 	 	 	 
	12.02	KeyBank	Walgreens - Birmingham	 	 	 	 	 
	12.03	KeyBank	Columbus Dialysis Clinic	 	 	 	 	 
	12.04	KeyBank	Family Dollar/Dollar Tree - Hamilton	 	 	 	 	 
	12.05	KeyBank	Dollar General - Barren Springs	 	 	 	 	 
	12.06	KeyBank	Family Dollar/Dollar Tree - Windsor	 	 	 	 	 
	12.07	KeyBank	Advance Auto Parts - Hamilton	 	 	 	 	 
	12.08	KeyBank	Dollar General - Geneva	 	 	 	 	 
	12.09	KeyBank	Advance Auto Parts - Van Buren	 	 	 	 	 
	12.10	KeyBank	Dollar General - Veguita	 	 	 	 	 
	12.11	KeyBank	Dollar General - Fertile	 	 	 	 	 
	12.12	KeyBank	Dollar General - Remer	 	 	 	 	 
	12.13	KeyBank	Dollar General - Roseville	 	 	 	 	 
	12.14	KeyBank	Dollar General - Newhall	 	 	 	 	 
	12.15	KeyBank	Dollar General - Frazee	 	 	 	 	 
	12.16	KeyBank	Dollar General - Woodson	 	 	 	 	 
	12.17	KeyBank	Dollar General - Sloan	 	 	 	 	 
	12.18	KeyBank	Dollar General - Emily	 	 	 	 	 
	12.19	KeyBank	Dollar General - Bunker	 	 	 	 	 
	12.20	KeyBank	Dollar General - Remsen	 	 	 	 	 
	12.21	KeyBank	Dollar General - Dallas City	 	 	 	 	 
	12.22	KeyBank	Dollar General - Dayton	 	 	 	 	 
	12.23	KeyBank	Dollar General - Winnebago	 	 	 	 	 
	13	BMO	Bell Works	NAP	NAP	No	Hard	Somerset Holmdel Development I Urban Renewal, L.P.
	14	KeyBank	KB Portfolio	NAP	NAP	No	Hard	KB Diversified Healthcare 60, DST
	14.01	KeyBank	Walgreens - Las Vegas	 	 	 	 	 
	14.02	KeyBank	Waystar Building	 	 	 	 	 
	14.03	KeyBank	Fresenius Kidney Care	 	 	 	 	 
	14.04	KeyBank	Tower Health	 	 	 	 	 
	14.05	KeyBank	New Orleans MOB	 	 	 	 	 
	14.06	KeyBank	Penn State Health	 	 	 	 	 
	14.07	KeyBank	Carmichael MOB	 	 	 	 	 
	14.08	KeyBank	Port Arthur Dialysis	 	 	 	 	 
	14.09	KeyBank	Auburn Medical	 	 	 	 	 
	14.10	KeyBank	Berkley Eye Institute, PA	 	 	 	 	 
	15	KeyBank	Village Crossroads	NAP	NAP	No	Springing	SRK Lady Lake 21 SPE LLC
	16	BMO	Saks Fulfillment Center	NAP	NAP	No	Hard	Wilkes Barre Owner LLC
	17	AREF	The Overlook	NAP	NAP	No	Hard	Overlook At Rob Roy Owner LLC
	18	AREF	Crossgates Commons	NAP	NAP	No	Hard	Washington Commons Newco LLC
	19	BMO	Yorkshire & Lexington Towers	NAP	NAP	No	Soft (Residential); Hard (Commercial)	CF E 88 LLC, SM E 88 LLC, CF E 86 LLC, SM E 86 LLC and LSG E 86 LLC
	19.01	BMO	Yorkshire Towers	 	 	 	 	 
	19.02	BMO	Lexington Towers	 	 	 	 	 
	20	Barclays	39 Broadway	NAP	NAP	No	Hard	39 CAM LLC







    15 


    BBCMS Mortgage Trust 2022-C17
 MORTGAGE LOAN SCHEDULE


    

	Sequence #	Seller	Property Name	Holdback Amt	Description of LOC	Letter of Credit	Lockbox Type	Borrower Name
	21	BMO	3455 Veterans Memorial Highway	NAP	NAP	No	Hard	Veterans Memorial III LLC
	22	AREF	One South Church	NAP	NAP	No	Hard	1SC Partners SPE II LLC
	23	BSPRT	Birnham Woods	NAP	NAP	No	Springing	Shamaim Birnham, LLC
	24	SGFC	Courtyard Sandestin	NAP	NAP	No	Springing	GBMC, LLC
	25	SGFC	Trolley Square Leased Fee	NAP	NAP	No	Springing	LJG Trolley Square LLC
	26	AREF	MHP Portfolio	752,994	NAP	No	Soft	Evergreen Keokuk, LLC, Evergreen Bronson, LLC, TSM 338 LLC, Evergreen Poplar, LLC, Evergreen Eastwood, LLC, Evergreen Citrus, LLC, Evergreen West Manor, LLC, Evergreen Hummingbird, LLC, Evergreen FMC, LLC and Evergreen Sugar Creek, LLC
	26.01	AREF	Watch E Kee & Sugar Creek	 	 	 	 	 
	26.02	AREF	Canton Portfolio	 	 	 	 	 
	26.03	AREF	Keokuk	 	 	 	 	 
	26.04	AREF	FMC	 	 	 	 	 
	26.05	AREF	Poplar	 	 	 	 	 
	26.06	AREF	Hummingbird Hill & Providential Crossing	 	 	 	 	 
	26.07	AREF	Eastwood	 	 	 	 	 
	26.08	AREF	Malvern	 	 	 	 	 
	26.09	AREF	Bronson	 	 	 	 	 
	27	SGFC	Residence Inn Sandestin	NAP	NAP	No	Springing	GBRI, LLC
	28	Barclays	ExchangeRight In-Line Retail Portfolio 2	NAP	NAP	No	Hard	ExchangeRight Value-Add Portfolio 2 DST
	28.01	Barclays	Madison Commons	 	 	 	 	 
	28.02	Barclays	Clarkston Oaks	 	 	 	 	 
	28.03	Barclays	Point Mallard Centre	 	 	 	 	 
	28.04	Barclays	Huber Heights	 	 	 	 	 
	28.05	Barclays	West Park Square	 	 	 	 	 
	28.06	Barclays	1160 Vann Drive	 	 	 	 	 
	28.07	Barclays	Cornhusker Plaza	 	 	 	 	 
	28.08	Barclays	Holbrook	 	 	 	 	 
	28.09	Barclays	Schnucks Farmington	 	 	 	 	 
	28.10	Barclays	Hudson Corners	 	 	 	 	 
	29	SGFC	15-19 W 116th Street	NAP	NAP	No	Springing	15 West 116 LLC
	30	Barclays	Morton Village Plaza	NAP	NAP	No	Hard	Morton Village Realty Co., Inc.
	31	BSPRT	Cortez Village Townhomes	NAP	NAP	No	Soft	Cortez Townhomes, L.L.C.
	32	BSPRT	The Shoppes at Eagle Point	NAP	NAP	No	Hard	Shoppes at Eagle Point SPE, LLC
	33	KeyBank	Store It All Texas Portfolio	NAP	NAP	No	Springing	Super Self-Storage Laredo, LLC and Extra Space LLC
	33.01	KeyBank	Store It All - Loop 20	 	 	 	 	 
	33.02	KeyBank	Store It All - Del Norte	 	 	 	 	 
	35	Barclays	Boucher Self Storage Portfolio	NAP	NAP	No	Springing	All Purpose Storage Bradford LLC, All Purpose Storage Brookline South LLC, All Purpose Storage Brookline North LLC and All Purpose Storage South Glens Falls II LLC
	35.01	Barclays	APS Brookline South	 	 	 	 	 
	35.02	Barclays	APS Bradford	 	 	 	 	 
	35.03	Barclays	Top Notch Self Storage	 	 	 	 	 
	35.04	Barclays	APS Brookline North	 	 	 	 	 
	34	AREF	Main Square	NAP	NAP	No	Hard	Ox Midtown, L.L.C.
	36	AREF	HIE Douglasville	NAP	NAP	No	Hard	Gopal Krishna Douglasville Hotel LLC
	37	LMF	Hampton Inn & Suites Birmingham	NAP	NAP	No	Springing	Birmingham Hospitality LLC
	38	LMF	CVS Rhode Island	NAP	NAP	No	Hard	SCP 2009-C34-079 LLC
	39	LMF	Prime Storage -  Saratoga Wilton	NAP	NAP	No	Springing	Prime Route 50, LLC
	40	Barclays	Novi Commerce Center	NAP	NAP	No	Springing	Fulton Novimi, LLC
	41	AREF	Clarksville Commons	NAP	NAP	No	Hard	Pango Commons LLC
	42	Barclays	Frisch's Commissary Kitchen	NAP	NAP	No	Soft	NGCRE Investment XIII, LLC
	43	LMF	214 East 52nd Street	NAP	NAP	No	Springing	Hatzlacha 52 LLC
	44	Barclays	Walgreens - Belfast	NAP	NAP	No	Hard	B. Jaffe Belfast, LLC
	45	LMF	Walgreens Baltimore	NAP	NAP	No	Springing	Baltimore Broxy, LLC
	46	Barclays	Security Self Storage	NAP	NAP	No	Springing	FultonBSH CFMI I, LLC
	47	LMF	Suntree Healthplex	NAP	NAP	No	Springing	AMJ, LLC
	48	LMF	Cresthaven Mobile Home Park	NAP	NAP	No	Springing	Cresthaven MHP LLC
	49	Barclays	Incubator Road Flex	NAP	NAP	No	Springing	Five My Incubator, LLC
	50	Barclays	Walgreens - Auburn, AL	NAP	NAP	No	Springing	Selma Square Alabama LLC
	51	Barclays	Harrisburg Plaza	NAP	NAP	No	Hard	5104 Harrisburg, LP
	52	Barclays	Walgreens - Columbus County	NAP	NAP	No	Springing	Selma Square Carolina LLC
	53	KeyBank	Eastgate Plaza	NAP	NAP	No	Springing	Eastgate Investors, LLC







    16 


    BBCMS Mortgage Trust 2022-C17
 MORTGAGE LOAN SCHEDULE


    

	Sequence #	Seller	Property Name	Sponsor	Primary Servicing Fee	Total Servicing Fee
	1	BMO	Park West Village	Meyer Chetrit and Amended and Restated 2013 LG Revocable Trust	0.00125%	0.00250%
	2	AREF	The Garland Hotel	James Crank	0.00125%	0.00250%
	3	LMF, Barclays	4141 NE 2nd Avenue	Craig Robins	0.00125%	0.00250%
	4	AREF	Chase St. & Cardone	Kamyar Mateen and Tyler Mateen	0.00125%	0.00250%
	4.01	AREF	Chase St.	 	 	 
	4.02	AREF	Cardone	 	 	 
	5	SGFC, BMO	A&R Hospitality Portfolio	Virendra Patel	0.00125%	0.00250%
	5.01	SGFC, BMO	Fairfield Inn Orange Beach	 	 	 
	5.02	SGFC, BMO	Beachside Gulf Shores	 	 	 
	5.03	SGFC, BMO	Home2Suites Mobile	 	 	 
	5.04	SGFC, BMO	Home2Suites Daphne	 	 	 
	5.05	SGFC, BMO	Staybridge Suites Gulf Shores	 	 	 
	5.06	SGFC, BMO	Gulf Shores Motel 6	 	 	 
	5.07	SGFC, BMO	Red Roof Pensacola	 	 	 
	5.08	SGFC, BMO	Quality Inn Gulf Shores	 	 	 
	5.09	SGFC, BMO	Red Roof Gulf Shores	 	 	 
	6	BSPRT	Hamilton Portfolio	CBL & Associates Limited Partnership	0.00125%	0.00250%
	6.01	BSPRT	The Shoppes at Hamilton Place	 	 	 
	6.02	BSPRT	The Terrace	 	 	 
	6.03	BSPRT	Hamilton Corner	 	 	 
	6.04	BSPRT	Hamilton Crossing	 	 	 
	7	KeyBank	Green Valley Corporate Center North	Jeffrey A. Pori	0.01000%	0.01125%
	8	Barclays	Autokiniton Industrial Portfolio	Angelo, Gordon & Co., L.P.	0.02125%	0.02250%
	8.01	Barclays	Autokiniton Industrial - Elkton	 	 	 
	8.02	Barclays	Autokiniton Industrial - Bardstown	 	 	 
	9	AREF	2100 Wharton Street	Alan Ades, Maurice Ades, Robert Ades and Aaron Stauber	0.00125%	0.00250%
	10	LMF	Chidlaw Building	Shlomoh Rosenbaum	0.00125%	0.00250%
	11	UBS AG	3075 Olcott	MDY Properties, Inc.	0.00125%	0.00250%
	12	KeyBank	InCommercial Portfolio	Erik Conrad	0.01000%	0.01125%
	12.01	KeyBank	Kohl's - St. Joseph	 	 	 
	12.02	KeyBank	Walgreens - Birmingham	 	 	 
	12.03	KeyBank	Columbus Dialysis Clinic	 	 	 
	12.04	KeyBank	Family Dollar/Dollar Tree - Hamilton	 	 	 
	12.05	KeyBank	Dollar General - Barren Springs	 	 	 
	12.06	KeyBank	Family Dollar/Dollar Tree - Windsor	 	 	 
	12.07	KeyBank	Advance Auto Parts - Hamilton	 	 	 
	12.08	KeyBank	Dollar General - Geneva	 	 	 
	12.09	KeyBank	Advance Auto Parts - Van Buren	 	 	 
	12.10	KeyBank	Dollar General - Veguita	 	 	 
	12.11	KeyBank	Dollar General - Fertile	 	 	 
	12.12	KeyBank	Dollar General - Remer	 	 	 
	12.13	KeyBank	Dollar General - Roseville	 	 	 
	12.14	KeyBank	Dollar General - Newhall	 	 	 
	12.15	KeyBank	Dollar General - Frazee	 	 	 
	12.16	KeyBank	Dollar General - Woodson	 	 	 
	12.17	KeyBank	Dollar General - Sloan	 	 	 
	12.18	KeyBank	Dollar General - Emily	 	 	 
	12.19	KeyBank	Dollar General - Bunker	 	 	 
	12.20	KeyBank	Dollar General - Remsen	 	 	 
	12.21	KeyBank	Dollar General - Dallas City	 	 	 
	12.22	KeyBank	Dollar General - Dayton	 	 	 
	12.23	KeyBank	Dollar General - Winnebago	 	 	 
	13	BMO	Bell Works	Ralph Zucker and Jozef Straus	0.00125%	0.00250%
	14	KeyBank	KB Portfolio	Jeffrey A. Pori	0.01000%	0.01125%
	14.01	KeyBank	Walgreens - Las Vegas	 	 	 
	14.02	KeyBank	Waystar Building	 	 	 
	14.03	KeyBank	Fresenius Kidney Care	 	 	 
	14.04	KeyBank	Tower Health	 	 	 
	14.05	KeyBank	New Orleans MOB	 	 	 
	14.06	KeyBank	Penn State Health	 	 	 
	14.07	KeyBank	Carmichael MOB	 	 	 
	14.08	KeyBank	Port Arthur Dialysis	 	 	 
	14.09	KeyBank	Auburn Medical	 	 	 
	14.10	KeyBank	Berkley Eye Institute, PA	 	 	 
	15	KeyBank	Village Crossroads	Clarke H. Narins, Arthur M. Gellman and George I. Gellman	0.01000%	0.01125%
	16	BMO	Saks Fulfillment Center	Lee Neibart and William Mack	0.00125%	0.00250%
	17	AREF	The Overlook	Roy Bajtel and Joel Sher	0.00125%	0.00250%
	18	AREF	Crossgates Commons	Scott R. Congel, Michael P. Shanley, Bruce A. Kenan, Madeira Associates, 2018 Tuozzolo Cpt Trust u/a/d 12/30/18 and The Robert J. Congel Amended and Restated Declaration of Trust as amended	0.00125%	0.00250%
	19	BMO	Yorkshire & Lexington Towers	Meyer Chetrit and The Gluck Family Trust U/A/D July 16, 2009	0.00125%	0.00250%
	19.01	BMO	Yorkshire Towers	 	 	 
	19.02	BMO	Lexington Towers	 	 	 
	20	Barclays	39 Broadway	Eli Schron, Mark Schron, and Avi Schron	0.00125%	0.00250%







    17 


    BBCMS Mortgage Trust 2022-C17
 MORTGAGE LOAN SCHEDULE


    

	Sequence #	Seller	Property Name	Sponsor	Primary Servicing Fee	Total Servicing Fee
	21	BMO	3455 Veterans Memorial Highway	EmPRO Insurance Company	0.00125%	0.00250%
	22	AREF	One South Church	Zachary Fenton and Gurpreet S. Jaggi	0.00125%	0.00250%
	23	BSPRT	Birnham Woods	Robert A. Davidsohn	0.00125%	0.00250%
	24	SGFC	Courtyard Sandestin	James Keith Howard	0.00125%	0.00250%
	25	SGFC	Trolley Square Leased Fee	Leslie J. Garfield	0.00125%	0.00250%
	26	AREF	MHP Portfolio	Daniel Benedict, David Prinzivalli, Michael Forrest, Steven Cherin and Dr. Anant J. Gandhi, as Sole Trustee of the VGSB Realty Trust, under Irrevocable Trust Agreement Dated August 7, 2020	0.00125%	0.00250%
	26.01	AREF	Watch E Kee & Sugar Creek	 	 	 
	26.02	AREF	Canton Portfolio	 	 	 
	26.03	AREF	Keokuk	 	 	 
	26.04	AREF	FMC	 	 	 
	26.05	AREF	Poplar	 	 	 
	26.06	AREF	Hummingbird Hill & Providential Crossing	 	 	 
	26.07	AREF	Eastwood	 	 	 
	26.08	AREF	Malvern	 	 	 
	26.09	AREF	Bronson	 	 	 
	27	SGFC	Residence Inn Sandestin	James Keith Howard	0.00125%	0.00250%
	28	Barclays	ExchangeRight In-Line Retail Portfolio 2	David Fisher, Joshua Ungerecht and Warren Thomas	0.00125%	0.00250%
	28.01	Barclays	Madison Commons	 	 	 
	28.02	Barclays	Clarkston Oaks	 	 	 
	28.03	Barclays	Point Mallard Centre	 	 	 
	28.04	Barclays	Huber Heights	 	 	 
	28.05	Barclays	West Park Square	 	 	 
	28.06	Barclays	1160 Vann Drive	 	 	 
	28.07	Barclays	Cornhusker Plaza	 	 	 
	28.08	Barclays	Holbrook	 	 	 
	28.09	Barclays	Schnucks Farmington	 	 	 
	28.10	Barclays	Hudson Corners	 	 	 
	29	SGFC	15-19 W 116th Street	Sharon Kahen, Arman Noghreh, Homa Noghrei and Hooshang Sohayegh	0.00125%	0.00250%
	30	Barclays	Morton Village Plaza	NAP	0.00125%	0.00250%
	31	BSPRT	Cortez Village Townhomes	Gregg R. Wexler	0.00125%	0.00250%
	32	BSPRT	The Shoppes at Eagle Point	CBL & Associates Limited Partnership	0.00125%	0.00250%
	33	KeyBank	Store It All Texas Portfolio	Daniel A. Myers	0.01000%	0.01125%
	33.01	KeyBank	Store It All - Loop 20	 	 	 
	33.02	KeyBank	Store It All - Del Norte	 	 	 
	35	Barclays	Boucher Self Storage Portfolio	Jeremiah Boucher	0.00125%	0.00250%
	35.01	Barclays	APS Brookline South	 	 	 
	35.02	Barclays	APS Bradford	 	 	 
	35.03	Barclays	Top Notch Self Storage	 	 	 
	35.04	Barclays	APS Brookline North	 	 	 
	34	AREF	Main Square	Shahin Jamea and Pejman Jamea	0.00125%	0.00250%
	36	AREF	HIE Douglasville	Subhash Patel	0.00125%	0.00250%
	37	LMF	Hampton Inn & Suites Birmingham	Shreyas Patel	0.00125%	0.00250%
	38	LMF	CVS Rhode Island	Miller Brothers Investments, LLC, Anthony P. Miller, Lisa Miller, Arlen Miller, Anthony P. and Lisa Miller Family Trust and Arlen Miller Living Trust	0.00125%	0.00250%
	39	LMF	Prime Storage -  Saratoga Wilton	Robert Moser	0.00125%	0.00250%
	40	Barclays	Novi Commerce Center	Lawrence Charles Kaplan and George Thacker	0.00125%	0.00250%
	41	AREF	Clarksville Commons	Yariv Golan	0.00125%	0.00250%
	42	Barclays	Frisch's Commissary Kitchen	Wei Liu and Kefei Wang	0.05125%	0.05250%
	43	LMF	214 East 52nd Street	Raba H. Abramov	0.00125%	0.00250%
	44	Barclays	Walgreens - Belfast	Mark Jaffe	0.05125%	0.05250%
	45	LMF	Walgreens Baltimore	Brian Kabateck, Roxanne Hampton and Kabateck/Hampton Living Trust, dated February 22, 2006	0.00125%	0.00250%
	46	Barclays	Security Self Storage	Lawrence Charles Kaplan, George Thacker and Richard Schontz	0.00125%	0.00250%
	47	LMF	Suntree Healthplex	Craig K. Deligdish	0.00125%	0.00250%
	48	LMF	Cresthaven Mobile Home Park	Bastian Rose	0.00125%	0.00250%
	49	Barclays	Incubator Road Flex	Lawrence Charles Kaplan and George Thacker	0.00125%	0.00250%
	50	Barclays	Walgreens - Auburn, AL	Harris Toibb	0.00125%	0.00250%
	51	Barclays	Harrisburg Plaza	Jason Burger, Haoyu Li, Qifei Zhu, Li Zhang and Jianhua Yu	0.00125%	0.00250%
	52	Barclays	Walgreens - Columbus County	Harris Toibb	0.00125%	0.00250%
	53	KeyBank	Eastgate Plaza	Victory Real Estate Investments, LLC	0.01000%	0.01125%







    18 


     


    

 




EXHIBIT C


FORM OF INVESTMENT REPRESENTATION LETTER


 


Computershare Trust Company, National
Association

as Certificate Registrar


600 South 4th Street, 7th
Floor


Minneapolis, Minnesota 55415

Attention: Corporate Trust Services (CMBS) – BBCMS Mortgage Trust 2022-C17


[OR OTHER CERTIFICATE REGISTRAR]


Barclays Commercial Mortgage Securities LLC

745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson


		Re:	Transfer of BBCMS Mortgage Trust 2022-C17, Commercial Mortgage Pass-

Through Certificates,
Series 2022-C17



Ladies and Gentlemen:


This letter is delivered
pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated and effective as of September 1, 2022 (the “Pooling
and Servicing Agreement”), between Barclays Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association,
as Master Servicer, Argentic Services Company LP, as Special Servicer, KeyBank National Association, as Park West Village Special Servicer,
Computershare Trust Company, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and
Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, on behalf of the holders of BBCMS Mortgage Trust
2022-C17, Commercial Mortgage Pass-Through Certificates, Series 2022-C17 in connection with the transfer by _________________ (the “Seller”)
to the undersigned (the “Purchaser”) of $_______________ aggregate [Certificate Balance] [Notional Amount] [__% Percentage
Interest] of Class ___ Certificates (collectively, the “Certificates”). Capitalized terms used and not otherwise
defined herein shall have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


In connection with such transfer,
the Purchaser hereby represents and warrants to you and the addressees hereof as follows:


		1.	Check one of the following:*



		☐	The Purchaser is not purchasing a Class PWV-A, Class PWV-B, Class PWV-RR or Class R Certificate and
the Purchaser is an institution that is an “accredited



 


 





 



*    Purchaser must select one of the following two certifications.


 




    	 	Exhibit C-1	 



    


    


investor” within the meaning of Rule 501(a)(1),
(2), (3) or (7) of Regulation D (“Regulation D”) under the Securities Act of 1933, as amended (the “Securities
Act”) or any entity in which all of the equity owners are “accredited investors” within the meaning of Rule 501(a)(1),
(2), (3) or (7) of Regulation D (each, an “Institutional Accredited Investor”) and has such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Certificates, and the Purchaser
and any accounts for which it is acting are each able to bear the economic risk of the Purchaser’s or such account’s investment.
The Purchaser is acquiring the Certificates purchased by it for its own account or for one or more accounts, each of which is an Institutional
Accredited Investor, as to each of which the Purchaser exercises sole investment discretion. The Purchaser hereby undertakes to reimburse
the Trust for any costs incurred by it in connection with this transfer.


		☐	The Purchaser is a “qualified institutional buyer” (a “QIB”) within the
meaning of Rule 144A (“Rule 144A”) under the Securities Act. The Purchaser is aware that the transfer is being made
in reliance on Rule 144A, and the Purchaser has had the opportunity to obtain the information required to be provided pursuant to
paragraph (d)(4)(i) of Rule 144A.



 


2.       The
Purchaser’s intention is to acquire the Certificates (a) for investment for the Purchaser’s own account or (b) for
reoffer, resale, pledge or other transfer (i) to QIBs in transactions under Rule 144A, and not in any event with the view to, or
for resale in connection with, any distribution thereof, or (ii) (other than with respect to a Class R Certificate) to Institutional
Accredited Investors, subject in the case of clause (ii) above to (w) the receipt by the Certificate Registrar of a letter
substantially in the form hereof, (x) the receipt by the Certificate Registrar of an opinion of counsel acceptable to the Trustee
and Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance with the Securities Act, (y) the receipt
by the Certificate Registrar of such other evidence acceptable to the Certificate Registrar that such reoffer, resale, pledge or transfer
is in compliance with the Securities Act and other applicable laws and (z) a written undertaking to reimburse the Trust for any costs
incurred by it in connection with the proposed transfer. The Purchaser understands that the Certificates (and any subsequent Certificates)
have not been registered under the Securities Act, by reason of a specified exemption from the registration provisions of the Securities
Act which depends upon, among other things, the bona fide nature of the Purchaser’s investment intent (or intent to reoffer, resell,
pledge or transfer the Certificates only to certain investors in certain exempted transactions) as expressed herein.


3.       The
Purchaser has reviewed the Preliminary Prospectus and the Prospectus relating to the Offered Certificates (collectively, the “Prospectus”)
(and, with respect to Non-Registered Certificates other than the Loan-Specific Certificates, the Preliminary Private Placement Memorandum
and the Final Private Placement Memorandum related to such Non-Registered Certificates) (and, with respect to the Loan-Specific Certificates,
the Loan-Specific Preliminary Private Placement Memorandum and the Loan-Specific Final Private Placement Memorandum related to such Non-Registered
Certificates) and the agreements and other




    	 	Exhibit C-2	 



    


    


materials referred to therein and has had the
opportunity to ask questions and receive answers concerning the terms and conditions of the transactions contemplated by the Prospectus.


4.       The
Purchaser acknowledges that the Certificates (and any Certificates issued on transfer or exchange thereof) have not been registered or
qualified under the Securities Act or the securities laws of any State or any other jurisdiction, and that the Certificates cannot be
reoffered, resold, pledged or otherwise transferred unless it is registered or qualified thereunder or unless an exemption from such registration
or qualification is available.


5.       The
Purchaser hereby undertakes to be bound by the terms and conditions of the Pooling and Servicing Agreement in its capacity as an owner
of a Certificate or Certificates, as the case may be (each, a “Certificateholder”), in all respects as if it were a
signatory thereto. This undertaking is made for the benefit of the Trust, the Certificate Registrar and all Certificateholders present
and future.


6.       The
Purchaser will not sell or otherwise transfer any portion of the Certificate or Certificates, except in compliance with Section 5.03
of the Pooling and Servicing Agreement.


7.       Check
one of the following:**


		☐	The Purchaser is a U.S. Tax Person (as defined below) and it has attached hereto an Internal Revenue Service
(“IRS”) Form W-9 (or successor form).



		☐	The Purchaser is not a U.S. Tax Person and under applicable law in effect on the date hereof, no taxes
will be required to be withheld by the Certificate Registrar (or its agent) with respect to distributions to be made on the Certificates.
The Purchaser has attached hereto [(i) a duly executed IRS Form W-8BEN or IRS Form W-8BEN-E (or successor form, as applicable),
which identifies such Purchaser as the beneficial owner of the Certificates and states that such Purchaser is not a U.S. Tax Person, (ii)
IRS Form W-8IMY (with all appropriate attachments) or (iii)]*** two
duly executed copies of IRS Form W-8ECI (or successor form), which identify such Purchaser as the beneficial owner of the Certificates
and state that interest and original issue discount on the Certificates and Permitted Investments is, or is expected to be, effectively
connected with a U.S. trade or business. The Purchaser agrees to provide to the Certificate Registrar updated [IRS Form W-8BEN, IRS
Form W-8BEN-E, IRS Form W-8IMY or]*** IRS Form W-8ECI, [as the case may be,]*** any applicable successor IRS forms, or such other
certifications as the Certificate Registrar may reasonably request, on or before the date that any such IRS form or certification expires
or becomes obsolete, or promptly after the occurrence of any event requiring a change in the most recent IRS form of certification furnished
by it to the Certificate Registrar.



 


 





 



**     Each Purchaser must select one of the two alternative
certifications.


***     Does not apply to a transfer of Class R Certificates.


 




    	 	Exhibit C-3	 



    


    


For purposes of this paragraph 7, “U.S.
Tax Person” means a citizen or resident of the United States, a corporation or partnership (except to the extent provided in
applicable Treasury Regulations) or other entity created or organized in, or under the laws of, the United States, any State thereof or
the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes, an estate whose
income is subject to United States federal income tax regardless of its source or a trust if a court within the United States is able
to exercise primary supervision over the administration of such trust, and one or more such U.S. Tax Persons have the authority to control
all substantial decisions of such trust (or, to the extent provided in applicable Treasury Regulations, certain trusts in existence on
August 20, 1996 that have elected to be treated as U.S. Tax Persons).


8.       Please
make all payments due on the Certificates:****


☐             (a)    by
wire transfer to the following account at a bank or entity in New York, New York, having appropriate facilities therefor:





	 	Bank:		 


	 	ABA #:	 	 



		Account #:	 	



	 	Attention:	 	 






☐             (b)    by
mailing a check or draft to the following address:


	 	 	 
	 	 	 
	 	 	 
	 	 	 	 



9.       If
the Purchaser is purchasing a Class R Certificate, the Purchaser is not a partnership (including any entity treated as a partnership
for U.S. federal income tax purposes), any interest in which is owned, directly or indirectly, through one or more partnerships, trusts
or other pass-through entities by a Disqualified Non-U.S. Tax Person.


	 	 
	 	 
	 	Very truly yours,
	 	 	 
	 	 
	 	 	[The Purchaser]



 





 



****    Only to be filled out by Purchasers of Definitive Certificates. Please
select (a) or (b). For holders of the Definitive Certificates, wire transfers are only available if such holder’s Definitive Certificates
have an aggregate Certificate Balance or Notional Amount, as applicable, of at least U.S. $5,000,000.


 






    	 	Exhibit C-4	 



    


    

 


 


	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:


Dated: [__] [__], 2022


 




    	 	Exhibit C-5	 



    


    


EXHIBIT D-1


Form
of Transferee Affidavit FOR TRANSFERS OF

CLASS R CERTIFICATES


[Date]


Computershare Trust Company, National
Association

as Certificate Registrar


600 South 4th Street, 7th
Floor


Minneapolis, Minnesota 55415

Attention: Corporate Trust Services (CMBS) – BBCMS Mortgage Trust 2022-C17


[OR OTHER CERTIFICATE REGISTRAR]


		Re:	BBCMS Mortgage Trust 2022-C17, Commercial Mortgage Pass-Through Certificates, Series
2022-C17 (the “Certificates”) issued pursuant to the Pooling
and Servicing Agreement (the “Pooling and Servicing Agreement”), dated and effective as of September 1, 2022, between
Barclays Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer, Argentic Services Company
LP, as Special Servicer, KeyBank National Association, as Park West Village Special Servicer, Computershare Trust Company, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor
and as Asset Representations Reviewer.











	STATE OF 	)	 
	 	)               	ss.:
	COUNTY OF             	)	 





I, [______], under penalties
of perjury, declare that, to the best of my knowledge and belief, the following representations are true, correct and complete, and being
first sworn, depose and say that:


1.       I
am a [______] of [______] (the “Purchaser”), on behalf
of which I have the authority to make this affidavit.


2.       The
Purchaser is acquiring Class R Certificates representing [__]% of the residual interest in each of the real estate mortgage investment
conduits (each, a “REMIC” or “Trust REMIC”)
designated as the (i)  “Lower-Tier REMIC”,
(ii) “Upper-Tier REMIC” and (iii) “Trust
Subordinate Companion Loan REMIC”, respectively, relating to the Certificates for which an election is to be made under Section 860D
of the Internal Revenue Code of 1986 (the “Code”).


3.       The
Purchaser is not a “Disqualified Organization” (as
defined below), and that the Purchaser is not acquiring the Class R Certificates for the account of, or as agent or nominee of, or with
a view to the transfer of direct or indirect record or beneficial ownership




    	 	Exhibit D-1-1	 



    


    


thereof, to a Disqualified Organization. For
the purposes hereof, a Disqualified Organization is any of the following: (i) the United States, any State or political subdivision
thereof, any possession of the United States or any agency or instrumentality of any of the foregoing (other than an instrumentality which
is a corporation if all of its activities are subject to tax and, except for the Federal Home Loan Mortgage Corporation, a majority of
its board of directors is not selected by such governmental unit), (ii) a foreign government, any international organization or any
agency or instrumentality of any of the foregoing, (iii) any organization which is exempt from the tax imposed by Chapter 1 of the
Code (including the tax imposed by Section 511 of the Code on unrelated business taxable income) on any excess inclusions (as defined
in Section 860E(c)(1) of the Code) with respect to the Class R Certificates (except certain farmers’ cooperatives described
in Section 521 of the Code), (iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code and
(v) any other Person so designated by the Trustee or the Certificate Administrator based upon an Opinion of Counsel as provided to
the Trustee or the Certificate Administrator (at no expense to the Trustee or the Certificate Administrator) that the holding of an Ownership
Interest in a Class R Certificate by such Person may cause a Trust REMIC to fail to qualify as a REMIC at any time that the Certificates
are outstanding or any Person having an Ownership Interest in any Class of Certificates (other than such Person) to incur a liability
for any federal tax imposed under the Code that would not otherwise be imposed but for the Transfer of an Ownership Interest in a Class
R Certificate to such Person. The terms “United States,” “State” and “international organization”
shall have the meanings set forth in Section 7701 of the Code or successor provisions.


4.       The
Purchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances,
on an agent for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified Organization.


5.       The
Purchaser is a Permitted Transferee and, to the extent applicable, the Purchaser’s U.S. taxpayer identification number is [__________].


6.       No
purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.


7.       The
Purchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within
the meaning of an applicable income tax treaty, of the Purchaser or any other person.


8.       Check
the applicable paragraph:


☐       The
present value of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed the sum
of:


(i)       the
present value of any consideration given to the Purchaser to acquire such Class R Certificate;


(ii)     the
present value of the expected future distributions on such Class R Certificate; and




    	 	Exhibit D-1-2	 



    


    


(iii)    the
present value of the anticipated tax savings associated with holding such Class R Certificate as the related REMIC generates losses.


For purposes of this calculation,
(i) the Purchaser is assumed to pay tax at the rate currently specified in Section 11(b) of the Code (but the tax rate in Section 55(b) of
the Code may be used in lieu of the corporate income tax rate specified in Section 11(b) of the Code if the Purchaser has been subject
to the alternative minimum tax under Section 55 of the Code in the preceding two years and will compute its taxable income in the
current taxable year using the alternative minimum tax rate) and (ii) present values are computed using a discount rate equal to
the short-term Federal rate prescribed by Section 1274(d) of the Code for the month of the transfer and the compounding period
used by the Purchaser.


☐       The
transfer of the Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,


(i)      the
Purchaser is an “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to
which income from the Class R Certificate will only be taxed in the United States;


(ii)     at
the time of the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser
had gross assets for financial reporting purposes (excluding any obligation of a person related to the Purchaser within the meaning of
U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;


(iii)    the
Purchaser will transfer the Class R Certificate only to another “eligible corporation,” as defined in Treasury Regulations
Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and (iii) and
Treasury Regulations Section 1.860E-1(c)(5); and


(iv)    the
Purchaser determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions (including,
but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax rates and
other factors specific to the Purchaser) that it has determined in good faith.


☐       None
of the above.


9.       The
Purchaser historically has paid its debts as they have come due and intends to pay its debts as they come due in the future and the Purchaser
intends to pay taxes associated with holding the Class R Certificates as they become due.


10.      The
Purchaser understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flows generated
by such Certificate.


11.      The
Purchaser is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor unless the
Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit and agreement in substantially
the same form as this affidavit and agreement. The Purchaser expressly agrees that




    	 	Exhibit D-1-3	 



    


    


it will not consummate any such transfer if
it knows or believes that any representation contained in such affidavit and agreement is false.


12.     The
Purchaser represents that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any person that is not a Permitted
Transferee and that for so long as it retains its interest in the Class R Certificate, it will endeavor to remain a Permitted Transferee.


13.     The
Purchaser consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificate will only be owned, directly or indirectly, by a Permitted Transferee.


14.     The
Purchaser has reviewed the provisions of Section 5.03 of the Pooling and Servicing Agreement, a description of which provisions is
set forth in the Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such provisions.


15.     The
Purchaser consents to the (i) designation of the Certificate Administrator as the “partnership representative” (as defined
in Section 6223 of the Code) of each Trust REMIC pursuant to Section 10.01 of the Pooling and Servicing Agreement and (ii) Certificate
Administrator making any elections allowed under the Code (a) to avoid the application of Section 6221 (or successor provision) to the
Trust REMICs and (b) to avoid payment by the Trust REMICs under Section 6225 of any tax, penalty, interest or other amount imposed under
the Code that would otherwise be imposed on a Holder of Class R Certificates. The Purchaser agrees, by acquiring such certificate, to
any such elections and to reasonably cooperate with the Certificate Administrator in connection with any such elections the Certificate
Administrator determines in its discretion are necessary or advisable.


Capitalized terms used but
not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


IN WITNESS WHEREOF, the
Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized officer this ___day of _________, 20__. 


	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:


 




    	 	Exhibit D-1-4	 



    


    


On this ____ day of _______20__,
before me, the undersigned, a Notary Public in and for the State of _______________, duly commissioned and sworn, personally appeared
______________________ and ________________________, known or proved to me to be the same persons who executed the foregoing instrument
and to be _____________________________ and ___________________________, respectively, of the Purchaser, and acknowledged to me that
they executed the same as their respective free acts and deeds and as the free act and deed of the Purchaser.





		 	 
		 	NOTARY PUBLIC in and for the
		 	State of                                 
	[SEAL]	 	 	 
	 	 	 	 
	My Commission expires:	 	 	 
				
	 	 	 	 
	                                   	 	 	 





 




    	 	Exhibit D-1-5	 



    


    


EXHIBIT D-2


FORM OF TRANSFEROR LETTER FOR TRANSFERS

OF CLASS R CERTIFICATES


[Date]


Computershare Trust Company, National
Association

as Certificate Registrar


600 South 4th Street, 7th
Floor


Minneapolis, Minnesota 55415

Attention: Corporate Trust Services (CMBS) – BBCMS Mortgage Trust 2022-C17


[OR OTHER CERTIFICATE REGISTRAR]


		Re:	BBCMS Mortgage
                                            Trust 2022-C17, Commercial Mortgage Pass-Through 

                                            Certificates, Series 2022-C17 (the “Certificates”)



Ladies and Gentlemen:


This letter is delivered
to you in connection with the transfer by [______] (the “Transferor”)
to [______] (the “Transferee”) of Class R Certificates
evidencing a [__]% Percentage Interest in such Class (the “Residual
Certificates”). The Certificates, including the Residual Certificates, were issued pursuant to the Pooling and Servicing
Agreement, dated and effective as of September 1, 2022 (the “Pooling
and Servicing Agreement”), between Barclays Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association,
as Master Servicer, Argentic Services Company LP, as Special Servicer, KeyBank National Association, as Park West Village Special Servicer,
Computershare Trust Company, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and
Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. All capitalized terms used but not otherwise defined
herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents
and warrants to you, as Certificate Registrar, that:


(1)     No
purpose of the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will be to impede
the assessment or collection of any tax.


(2)     The
Transferor understands that the Transferee has delivered to you a Transferee Affidavit in the form attached to the Pooling and Servicing
Agreement as Exhibit D-1. The Transferor does not know or believe that any representation contained therein is false.


(3)     The
Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee as contemplated
by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor has determined that
the Transferee has historically paid its debts as they became due and has found no significant evidence to indicate that the Transferee
will not continue to pay its debts as they become due in the future. The Transferor understands that the transfer of the Residual Certificates
may not be







    	 	Exhibit D-2-1	 



    


    


respected for United States income tax purposes
(and the Transferor may continue to be liable for United States income taxes associated therewith) unless the Transferor has conducted
such an investigation.


	 	 
	 	 
	 	Very truly yours,
	 	 	 
	 	 
	 	 	(Transferor)
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:










    	 	Exhibit D-2-2	 



    


    


 


EXHIBIT D-3






FORM OF TRANSFEREE CERTIFICATE FOR TRANSFERS
OF

THE CLASS PWV-RR CERTIFICATES



[Date]


Computershare Trust Company, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Risk Retention Custody (CMBS) – BBCMS 2022-C17

riskretentioncustody@wellsfargo.com

       [OR OTHER CERTIFICATE REGISTRAR]


 


Barclays Capital Real Estate Inc.,

       as Retaining Sponsor

745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson, Managing Director

Email: daniel.vinson@barclays.com


Barclays Commercial Mortgage Securities LLC

745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson


[BMO Capital Markets Corp.

151 West 42nd Street

New York, New York 10036]


[Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019]


 


		Re:	BBCMS Mortgage Trust 2022-C17, Commercial Mortgage Pass-Through Certificates, Series 2022-C17 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement (the “Pooling
and Servicing Agreement”), dated and effective as of September 1, 2022, between Barclays Commercial Mortgage Securities
LLC, as Depositor, KeyBank National Association, as Master Servicer, Argentic Services Company LP, as Special Servicer, KeyBank National
Association, as Park West Village 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





    	 	Exhibit D-3-1	 



    


    


Ladies and Gentlemen:


[_____] (the “Purchaser”)
hereby certifies, represents and warrants to the Certificate Registrar and the “retaining sponsor” as such term is defined
in the Risk Retention Rules, that:


1.                  The
Purchaser is acquiring $[_____] Certificate Balance of the Class [_] Certificates from [_____] (the “Transferor”).


2.                  The
Purchaser is aware that the Certificate Registrar will not register any transfer of a Class PWV-RR Certificate by the Transferor unless
the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, a certificate in substantially
the same form as this certificate. The Purchaser expressly agrees that it will not consummate any such transfer if it knows or believes
that any representation contained in such certificate is false.


3.                 
Check one of the following:


		☐	The transfer will occur during the Loan-Specific Transfer Restriction Period, and the Purchaser certifies,
represents and warrants to you, as Certificate Registrar, that:



		A.	It is a “majority-owned affiliate”, as such term is defined in the Risk Retention Rules, of
the Transferor (a “Majority-Owned Affiliate”).



		B.	It is not acquiring the Class PWV-RR Certificate as a nominee, trustee or agent for any person that is
not a Majority-Owned Affiliate, and that for so long as it retains its interest in the Class PWV-RR Certificate, it will remain a Majority-Owned
Affiliate.



		C.	The transfer will comply with all applicable provisions of the Risk Retention Rules.



		D.	It will be bound by the Credit Risk Retention Agreement, by and between Bank of Montreal and Barclays
Commercial Mortgage Securities LLC, dated and effective as of August 16, 2022 (the “Credit Risk Retention Agreement”)
as if it were a party to such agreement.



		E.	It consents to any additional restrictions or arrangements that shall be deemed necessary upon advice
of counsel to constitute a reasonable arrangement to ensure that its ownership of the Class PWV-RR Certificate will satisfy the risk retention
requirements of the Transferor, in its capacity as [sponsor][originator] under the Risk Retention Rules.



		☐	The transfer will occur after the termination of the Loan-Specific Transfer Restriction Period.





    	 	Exhibit D-3-2	 



    


    


Capitalized terms used but
not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


IN WITNESS WHEREOF, the
Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized senior officer this ___day of _________,
20__.


	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:


 




    	 	Exhibit D-3-3	 



    


    


The foregoing certificate is
hereby confirmed, and the transfer is accepted, as of the date first above written:


	 	 	 
	 	 	 
	 		BANK OF MONTREAL,
	 	 		as Retaining Sponsor
	 	 	 	 
	 	 	 	 
	 		By:	
	 		 	Name:
	 		 	Title:
	 	 	 
	 	 	 
	 	 	[Medallion Stamp Guarantee]
	 	 	 	 
	 	 	 	 
	BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC,
	 	as Depositor		 
	 	 	 	 
	 	 	 	 
	By:		 	
	 	Name:	 	 
	 	Title:	 	 
	 	 	 	 
	 	 	 	 
	[Medallion Stamp Guarantee]	 	 







    	 	Exhibit D-3-4	 



    


    


EXHIBIT D-4






FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS
OF

THE CLASS PWV-RR CERTIFICATES


[Date]


Computershare Trust Company, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Risk Retention Custody (CMBS) – BBCMS 2022-C17

riskretentioncustody@wellsfargo.com

       [OR OTHER CERTIFICATE REGISTRAR]


 


Barclays Commercial Mortgage Securities LLC

745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson, Managing Director

Email: daniel.vinson@barclays.com


 


		Re:	BBCMS Mortgage Trust 2022-C17, Commercial Mortgage Pass-Through Certificates, Series 2022-C17 (the “Certificates”)



Ladies and Gentlemen:


This is delivered to you
in connection with the transfer by [______] (the “Transferor”)
to [______] (the “Transferee”) of Class PWV-RR evidencing
$[_____] Certificate Balance in such Class. The Certificates were issued pursuant to the Pooling and Servicing Agreement, dated and effective
as of September 1, 2022 (the “Pooling and Servicing Agreement”),
between Barclays Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer, Argentic Services
Company LP, as Special Servicer, KeyBank National Association, as Park West Village Special Servicer, Computershare Trust Company, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating
Advisor and as Asset Representations Reviewer. All capitalized terms used but not otherwise defined herein shall have the respective meanings
set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you that:


1.                 
The transfer is in compliance with the Pooling and Servicing Agreement.


2.                 
Check one of the following:


		☐	The transfer will occur during the Loan-Specific Transfer Restriction Period, and the Transferor certifies,
represents and warrants to you that:



		A.	The Transfer is in compliance with the Credit Risk Retention Agreement, by and between Bank of Montreal
and Barclays Commercial Mortgage Securities



 




    	 	Exhibit D-4-1	 



    


    


LLC, dated and effective as of August
16, 2022 (the “Credit Risk Retention Agreement”).


		B.	The Transferee is a “majority-owned affiliate,” as such term is defined in the Risk Retention
Rules, of the Transferor.



		C.	The Transferor has complied in all material respects with all of the covenants in the Credit Risk Retention
Agreement during the period from the date of the Credit Risk Retention Agreement through and including the date of this transfer.



 


		☐	The transfer will occur after the termination of the Loan-Specific Transfer Restriction Period.



3.                 
The Transferor understands that the Transferee has delivered to you a Transferee Certificate in the form attached to the Pooling
and Servicing Agreement as Exhibit D-3. The Transferor does not know or believe that any representation contained therein
is false.


IN WITNESS WHEREOF, the
Transferor has caused this instrument to be duly executed on its behalf by its duly authorized senior officer this ___day of _________,
20__. 


	 	 	 
	 	 	 
	 	[TRANSFEROR]
	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:





 




    	 	Exhibit D-4-2	 



    


    


 


[DURING THE TRANSFER RESTRICTION
PERIOD][The foregoing certificate is hereby confirmed, and the transfer is accepted, as of the date first above written:


	 	 	 
	 	 	 
	 		BANK OF MONTREAL,
	 	 		as Retaining Sponsor
	 	 	 	 
	 	 	 	 
	 		By:	
	 		 	Name:
	 		 	Title:
	 	 	 
	 	 	 
	 	 	[Medallion Stamp Guarantee]
	 	 	 	 
	 	 	 	 
	BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC,
	 	as Depositor		 
	 	 	 	 
	 	 	 	 
	By:		 	
	 	Name:	 	 
	 	Title:	 	 
	 	 	 	 
	 	 	 	 
	[Medallion Stamp Guarantee]	 	 







    	 	Exhibit D-4-3	 



    


    


EXHIBIT D-5


FORM OF REQUEST OF SPONSOR CONSENT FOR RELEASE
OF THE CLASS PWV-RR CERTIFICATES


[Date]


Computershare Trust Company, N.A.

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Risk Retention Custody (CMBS) – BBCMS 2022-C17

Email: riskretentioncustody@wellsfargo.com


[OR OTHER CERTIFICATE REGISTRAR]


Bank of Montreal,

          as Retaining Sponsor

c/o BMO Capital Markets Corp.

151 West 42nd Street

New York, New York 10036

Attention: Michael Birajiclian and David Schell

Email: Michael.Birajiclian@bmo.com and David.Schell@bmo.com


 


Barclays Commercial Mortgage Securities LLC

745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson

Email: daniel.vinson@barclays.com


 


		Re:	BBCMS Mortgage Trust 2022-C17, Commercial Mortgage Pass-Through Certificates, Series 2022-C17 (the “Certificates”)



Ladies and Gentlemen:


This is delivered to you
in connection with the release (the “Release”) of $[_____] aggregate Certificate Balance of the Class PWV-RR Certificates
from the Retained Interest Safekeeping Account.


The Certificates were issued
pursuant to the Pooling and Servicing Agreement, dated as of September 1, 2022 (the “Pooling
and Servicing Agreement”), among Barclays Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association,
as Master Servicer, Argentic Services Company LP, as Special Servicer, KeyBank National Association, as Park West Village Special Servicer,
Computershare Trust Company, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and
Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. All capitalized







    	 	D-5-1	 



    


    



terms used but not otherwise defined herein
shall have the respective meanings set forth in the Pooling and Servicing Agreement.


Add any further explanation for the request
for release below:


 






 






 






 






 






 






 








The Third Party Purchaser
hereby requests your written consent to the Release.


 




    	 	D-5-2	 



    


    



The contact information of the Certificate Administrator
is:


Computershare Trust Company, N.A.,

9062 Old Annapolis Road

Columbia, Maryland 21045

Attn: Risk Retention Custody (CMBS) – BBCMS 2022-C17

Email: riskretentioncustody@wellsfargo.com


[OR OTHER CERTIFICATE REGISTRAR]


	 	 
	 	 
		Sincerely,
	 		
	 	 	 
	 	[THIRD PARTY PURCHASER]
	 	 	 
	 	 	 
		By:	
		 	Name:
		 	Title:
	 	 	 
	CONSENT TO RELEASE:	 	 
	 	 	 
	RETAINING SPONSOR	 	 
	 	 	 
	 	 	 
		 	
	By:	 	 
	Name:	 	 
	Title:	 	 
	Email:	 	 







    	 	D-5-3	 



    


    



EXHIBIT E


FORM OF REQUEST FOR RELEASE

(for Custodian)


	Loan
    Information
	 	Name of Mortgagor:	
	 	[Master Servicer]	
	 	[Special
    Servicer] 

    Loan No.:	 
	Custodian
	 	Name:	Computershare Trust Company,
    National Association
	 	Address:	1055 10th Avenue
    SE

    Minneapolis, Minnesota 55414

    Attention:  Document Custody Group

    BBCMS Mortgage Trust 2022-C17 

    with a copy to cmbscustody@wellsfargo.com
	 	Custodian/Trustee
    

    Mortgage File No.:	
	Depositor
	 	Name:	Barclays Commercial Mortgage
    Securities LLC
	 	Address:	745
    Seventh Avenue, New York, New York 10019 Attention: Daniel Vinson

    


	 	Certificates:	BBCMS Mortgage Trust 2022-C17,
    Commercial Mortgage Pass-Through Certificates, Series 2022-C17


The undersigned [Master
Servicer] [Special Servicer] hereby requests delivery from Computershare Trust Company, National Association, as custodian (the “Custodian”)
on behalf of Wilmington Trust, National Association, as trustee (the “Trustee”), for the Holders of BBCMS Mortgage
Trust 2022-C17, Commercial Mortgage Pass-Through Certificates, Series 2022-C17, the documents referred to below (the “Documents”).
All capitalized terms not otherwise defined in this Request for Release shall have the meanings given them in the Pooling and Servicing
Agreement, dated and effective as of September 1, 2022, between Barclays Commercial Mortgage Securities LLC, as Depositor, KeyBank National
Association, as Master Servicer, Argentic Services Company LP, as Special Servicer, KeyBank National Association, as Park West Village
Special Servicer, Computershare Trust Company, National Association, as




    	 	Exhibit E-1	 



    


    


Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer (the “Pooling
and Servicing Agreement”).


	 	( )	 	 
	 	 	 	 
	 	( )	 	 
	 	 	 	 
	 	( )	 	 
	 	 	 	 
	 	( )	 	 





The undersigned [Master Servicer]
[Special Servicer] hereby acknowledges and agrees as follows:


(1)       The
[Master Servicer] [Special Servicer] shall hold and retain possession of the Documents in trust for the benefit of the Trustee, solely
for the purposes provided in the Pooling and Servicing Agreement.


(2)       The
[Master Servicer] [Special Servicer] shall not cause or permit the Documents to become subject to, or encumbered by, any claims, liens,
security interests, charges, writs of attachment or other impositions nor shall the [Master Servicer] [Special Servicer] assert or seek
to assert any claims or rights of set-off to or against the Documents or any proceeds thereof except as otherwise provided in the Pooling
and Servicing Agreement.


(3)       The
[Master Servicer] [Special Servicer] shall return the Documents to the Custodian when the need therefor no longer exists, unless the Mortgage
Loans and/or Trust Subordinate Companion Loan have been liquidated or the Mortgage Loans and/or Trust Subordinate Companion Loan have
been paid in full and the proceeds thereof have been remitted to the Collection Account except as expressly provided in the Pooling and
Servicing Agreement.


(4)       The
Documents and any proceeds thereof, including proceeds of proceeds, coming into the possession or control of the [Master Servicer] [Special
Servicer] shall at all times be earmarked for the account of the Trustee, and the [Master Servicer] [Special Servicer] shall keep the
Documents separate and distinct from all other property in the [Master Servicer’s] [Special Servicer’s] possession, custody
or control. 


	 	 
	 	 
	 	[____________]
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:





Date: _________


 




    	 	Exhibit E-2	 



    


    


EXHIBIT F-1


FORM OF ERISA REPRESENTATION

LETTER REGARDING ERISA RESTRICTED CERTIFICATES


 


Computershare Trust Company, National Association


as Certificate Registrar


600 South 4th Street, 7th
Floor


Minneapolis, Minnesota 55415

Attention: Corporate Trust Services (CMBS) – BBCMS Mortgage Trust 2022-C17


[OR OTHER CERTIFICATE REGISTRAR]


Barclays Commercial Mortgage Securities LLC

745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson


		Re:	Transfer of BBCMS
                                            Mortgage Trust 2022-C17, Commercial Mortgage 

                                            Pass-Through Certificates, Series 2022-C17



Ladies and Gentlemen:


The undersigned (the “Purchaser”)
proposes to purchase US$[___] aggregate initial [Certificate Balance] [Notional Amount] in the BBCMS Mortgage Trust 2022-C17, Commercial
Mortgage Pass-Through Certificates, Series 2022-C17, Class [X-F][F][G-RR][H-RR][PWV-RR] Certificates issued pursuant to that certain Pooling
and Servicing Agreement, dated and effective as of September 1, 2022 (the “Pooling and Servicing Agreement”), between
Barclays Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer, Argentic Services Company
LP, as Special Servicer, KeyBank National Association, as Park West Village Special Servicer, Computershare Trust Company, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor
and as Asset Representations Reviewer. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to
such terms in the Pooling and Servicing Agreement.


In connection with such transfer,
the undersigned hereby represents and warrants to you as follows:


1.       The
Purchaser is not and will not be (a) an employee benefit plan or other plan subject to the fiduciary responsibility provisions of
the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or to Section 4975 of the Internal
Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA),
or any other plan that is subject to any federal, state or local law (“Similar Law”) which is, to a material extent,
similar to the foregoing provisions of ERISA or the Code (each a “Plan”) or (b) a person acting on behalf of a
Plan or using the assets of any such Plan (including an entity whose underlying assets include Plan assets by reason of investment in
the entity by such a Plan




    	 	Exhibit F-1-1	 



    


    


or Plans and the application of Department
of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA), other than an insurance company using the assets
of its “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption
(“PTCE”) 95-60) under circumstances whereby the purchase and holding of Certificates by such insurance company will
be exempt from the prohibited transaction provisions of ERISA and the Code under Sections I and III of PTCE 95-60 (or, in the case
of a Plan subject to Similar Law, where the purchase, holding and disposition by such Plan will not constitute or result in a non-exempt
violation of applicable Similar Law).


2.       The
Purchaser understands that if the Purchaser is or becomes a Person referred to in 1(a) or (b) above, such Purchaser is required to
provide to the Trustee and the Certificate Administrator an Opinion of Counsel in form and substance satisfactory to the Trustee, the
Certificate Administrator and the Depositor to the effect that the acquisition and holding of such Certificate by such purchaser or transferee
will not constitute or result in a non-exempt “prohibited transaction” within the meaning of ERISA or Section 4975 of
the Code or a non-exempt violation of any Similar Law, and will not subject the Trustee, the Certificate Administrator, the Certificate
Registrar, the Master Servicer, the Special Servicer, any sub-servicer, the Initial Purchasers, the Underwriters, the Operating Advisor,
the Asset Representations Reviewer or the Depositor to any obligation or liability (including obligations or liabilities under ERISA,
Section 4975 of the Code or any such Similar Law) in addition to those set forth in the Pooling and Servicing Agreement, which Opinion
of Counsel shall not be at the expense of the Depositor, the Master Servicer, any sub-servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Certificate Registrar, the Operating Advisor, the Asset Representations Reviewer, the Initial Purchasers,
the Underwriters or the Trust.


IN WITNESS WHEREOF, the
Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____________, 20__.


	 	 
	 	 
	 	Very truly yours,
	 	 	 
	 	 
	 	 	[The Purchaser]
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:







    	 	Exhibit F-1-2	 



    


    


EXHIBIT F-2


Form
of ERISA Representation Letter

regarding Class R Certificates


[Date]


Computershare Trust Company, National
Association,

as Certificate Registrar


600 South 4th Street, 7th
Floor


Minneapolis, Minnesota 55415

Attention: Corporate Trust Services (CMBS) – BBCMS Mortgage Trust 2022-C17


[OR OTHER CERTIFICATE REGISTRAR]


 


[Transferor]


[______]


[______]


Attention: [______]


		Re:	BBCMS Mortgage Trust
                                            2022-C17, Commercial Mortgage Pass-Through 

                                            Certificates, Series 2022-C17



Ladies and Gentlemen:


The undersigned (the “Purchaser”)
proposes to purchase [__]% Percentage Interest in the BBCMS Mortgage Trust 2022-C17, Commercial Mortgage Pass-Through Certificates, Series
2022-C17, Class R Certificates (the “Class R
Certificate”) issued pursuant to that certain Pooling and Servicing Agreement, dated and effective as of September 1, 2022 (the
“Pooling and Servicing Agreement”), between Barclays Commercial Mortgage Securities LLC, as Depositor, KeyBank National
Association, as Master Servicer, Argentic Services Company LP, as Special Servicer, KeyBank National Association, as Park West Village
Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used and not
otherwise defined herein have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


In connection with such transfer,
the undersigned hereby represents and warrants to you that, with respect to the Class R
Certificate, the Purchaser is not and will not be (a) an employee benefit plan or other plan subject to the fiduciary responsibility
provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or to Section 4975 of the
Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA)
or other plan that is subject to any federal, state or local law which is, to a material extent, similar to the foregoing provisions of
ERISA or the Code (each, a “Plan”), or (b) a person acting on behalf of a Plan or using the assets of any such
Plan to purchase such Class R Certificate (including an entity whose underlying assets
include Plan assets by reason of investment in the entity by such a Plan or Plans and the application of Department of Labor Regulation
§ 2510.3-101, as modified by Section 3(42) of ERISA).




    	 	Exhibit F-2-1	 



    


    


IN WITNESS WHEREOF, the
Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____, 20__.


	 	 
	 	 
	 	Very truly yours,
	 	 	 
	 	 	 
	 	[The Purchaser]
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:


Date: _________







    	 	Exhibit F-2-2	 



    


    


EXHIBIT G


FORM OF DISTRIBUTION DATE STATEMENT



See Annex B to the Prospectus.


 


 




    	 	Exhibit G-1	 



    


    


EXHIBIT H


FORM OF OMNIBUS ASSIGNMENT


[NAME OF CURRENT ASSIGNOR]
having an address at [ADDRESS OF CURRENT ASSIGNOR] (the “Assignor”)
for good and valuable consideration, the receipt and sufficiency of which are acknowledged, hereby sells, transfers, assigns, delivers,
sets over and conveys, without recourse, representation or warranty, express or implied, unto “Wilmington Trust, National Association,
as Trustee for the benefit of the registered holders of BBCMS Mortgage Trust 2022-C17, Commercial Mortgage Pass-Through Certificates,
Series 2022-C17” (the “Assignee”), having an
office at 1100 North Market Street, Wilmington, Delaware 19890, Attn: CMBS Trustee – BBCMS 2022-C17, its successors and assigns,
all right, title and interest of the Assignor in and to:


That certain mortgage and
security agreement, deed of trust and security agreement, deed to secure debt and security agreement, or similar security instrument (the
“Security Instrument”), and that certain Promissory
Note (the “Mortgage Note”), for each of the Mortgage
Loans and/or the Trust Subordinate Companion Loan shown on the Mortgage Loan Schedule attached hereto as Exhibit B, and that certain
assignment of leases and rents given in connection therewith and all of the Assignor’s right, title and interest in any claims,
collateral, insurance policies, certificates of deposit, letters of credit, escrow accounts, performance bonds, demands, causes of action
and any other collateral arising out of and/or executed and/or delivered in or to or with respect to the Security Instrument and the Mortgage
Note, together with any other documents or instruments executed and/or delivered in connection with or otherwise related to the Security
Instrument and the Mortgage Note.


IN WITNESS WHEREOF, the
Assignor has executed this instrument under seal to be effective as of the [__] day of [_____________], 20[__]. 


	 	 	 
	 	 	 
	 	[NAME OF CURRENT ASSIGNOR]
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:







    	 	Exhibit H-1	 



    


    


EXHIBIT I


FORM OF TRANSFER CERTIFICATE

FOR RULE 144A BOOK-ENTRY CERTIFICATE

TO TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE

DURING RESTRICTED PERIOD


(Exchanges or transfers pursuant to

Section 5.03(c) of the Pooling and Servicing Agreement)


Computershare Trust Company, National Association,

as Certificate Registrar


600 South 4th Street, 7th
Floor


Minneapolis, Minnesota 55415

Attention: Corporate Trust Services (CMBS) – BBCMS Mortgage Trust 2022-C17

                  [OR OTHER CERTIFICATE REGISTRAR]


		Re:	BBCMS Mortgage Trust
                                            2022-C17, Commercial Mortgage Pass-Through 

                                            Certificates, Series 2022-C17, Class [__]



Reference is hereby made
to the Pooling and Servicing Agreement, dated and effective as of September 1, 2022 (the “Pooling and Servicing Agreement”),
between Barclays Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer, Argentic Services
Company LP, as Special Servicer, KeyBank National Association, as Park West Village Special Servicer, Computershare Trust Company, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating
Advisor and as Asset Representations Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in
the Pooling and Servicing Agreement.


This letter relates to US
$[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]) with
the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested an exchange
or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS
No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear] [Clearstream]*
(Common Code No. [______]).


In connection with such
request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance
with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with Regulation S
(“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), and
accordingly the Transferor does hereby certify that:


 


 



*
    Select appropriate depository.


 




    	 	Exhibit I-1	 



    


    


(1)       the
offer of the Certificates was not made to a person in the United States;


[(2)      at the time the buy
order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed
and believes that the transferee was outside the United States;]**


[(2)      the transaction was
executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting
on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the requirements
of Rule 903(b) or 904(b) of Regulation S, as applicable; and


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative or
legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein are
made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Master
Servicer, the Special Servicer, the Asset Representations Reviewer, the Initial Purchasers and the Loan-Specific Initial Purchasers.


	 	 
	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:



Dated: _______


cc: Barclays Commercial
Mortgage Securities LLC











 



**     Insert one of these two provisions,
which come from the definition of “offshore transaction” in Regulation S.


 




    	 	Exhibit I-2	 



    


    


EXHIBIT J


Form
of Transfer Certificate

for Rule 144A Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


(Exchange or transfers pursuant to

Section 5.03(d) of the Pooling and Servicing Agreement)


Computershare Trust Company, National Association,

as Certificate Registrar


600 South 4th Street, 7th
Floor


Minneapolis, Minnesota 55415


Attention: Corporate Trust Services (CMBS) – BBCMS Mortgage Trust
2022-C17

[OR OTHER CERTIFICATE REGISTRAR]


		Re:	BBCMS Mortgage Trust 2022-C17, Commercial
                                            Mortgage Pass-Through 

                                            Certificates, Series 2022-C17, Class [__]



Reference is hereby made
to the Pooling and Servicing Agreement, dated and effective as of September 1, 2022 (the “Pooling and Servicing Agreement”),
between Barclays Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer, Argentic Services
Company LP, as Special Servicer, KeyBank National Association, as Park West Village Special Servicer, Computershare Trust Company, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating
Advisor and as Asset Representations Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in
the Pooling and Servicing Agreement.


This letter relates to US
$[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]) with
the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested an exchange
or transfer of such beneficial interest for a beneficial interest in the Regulation S Book-Entry Certificate of such Class (CINS
No. [______], ISIN No. [______], and Common Code No. [______]).


In connection with such request
and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance with
the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in accordance with Regulation S (“Regulation S”)
under the Securities Act of 1933, as amended (the “Securities Act”), and accordingly the Transferor does hereby certify
that:


(1)       the
offer of the Certificates was not made to a person in the United States,




    	 	Exhibit J-1	 



    


    


[(2)       at the time the buy
order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed
and believes that the transferee was outside the United States,]*


[(2)      the transaction was
executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting
on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the requirements
of Rule 903(b) or 904(b) of Regulation S, as applicable, and


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative or
legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein are
made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Master
Servicer, the Special Servicer, the Asset Representations Reviewer, the Initial Purchasers and the Loan-Specific Initial Purchasers.


	 	 
	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:



Dated: ________


cc: Barclays Commercial Mortgage Securities LLC


 





 



*    Insert one of these two provisions,
which come from the definition of “offshore transaction” in Regulation S.




    	 	Exhibit J-2	 



    


    


EXHIBIT K


Form
of Transfer Certificate

for Temporary Regulation S Book-Entry Certificate

to Rule 144A Book-Entry Certificate during Restricted Period


(Exchange or transfers pursuant to

Section 5.03(e) of the Pooling and Servicing Agreement)


Computershare Trust Company, National Association,

as Certificate Registrar


600 South 4th Street, 7th
Floor


Minneapolis, Minnesota 55415

Attention: Corporate Trust Services (CMBS) – BBCMS Mortgage Trust 2022-C17


		Re:	BBCMS Mortgage
                                            Trust 2022-C17, Commercial Mortgage Pass-Through 

                                            Certificates, Series 2022-C17, Class [__]



Reference is hereby made
to the Pooling and Servicing Agreement, dated and effective as of September 1, 2022 (the “Pooling and Servicing Agreement”),
between Barclays Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer, Argentic Services
Company LP, as Special Servicer, KeyBank National Association, as Park West Village Special Servicer, Computershare Trust Company, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating
Advisor and as Asset Representations Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in
the Pooling and Servicing Agreement.


This letter relates to US
$[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No. [______]
and ISIN No. [______]) with [Euroclear] [Clearstream]*
(Common Code [______]) through the Depository in the name of [insert name of transferor] (the “Transferor”). The Transferor
has requested an exchange or transfer of such beneficial interest for a beneficial interest in the Rule 144A Book-Entry Certificate
of such Class (CUSIP No. [______]).


In connection with such request,
and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or transferred in accordance
with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities Act”),
to a transferee that the Transferor reasonably believes is purchasing the Certificates for its own account, or for one or more accounts
with respect to which the transferee exercises sole investment discretion, and the transferee and any such account is a “qualified
institutional buyer” within the meaning of Rule 144A in each case in a transaction meeting the requirements of





 



*
     Select appropriate depository.




    	 	Exhibit K-1	 



    


    


Rule 144A and in accordance with any applicable
securities laws of any state of the United States or other applicable jurisdiction.


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative or
legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein are
made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Master
Servicer, the Special Servicer, the Asset Representations Reviewer, the Initial Purchasers and the Loan-Specific Initial Purchasers.


	 	 
	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:



Dated: _______


cc: Barclays Commercial Mortgage Securities LLC




    	 	Exhibit K-2	 



    


    


EXHIBIT L


Form
of Transfer Certificate

for Temporary Regulation S Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


(Exchanges pursuant to

Section 5.03(f) of the Pooling and Servicing Agreement)


Computershare Trust Company, National Association,

as Certificate Registrar


600 South 4th Street, 7th
Floor


Minneapolis, Minnesota 55415

Attention: Corporate Trust Services (CMBS) – BBCMS Mortgage Trust 2022-C17


		Re:	BBCMS Mortgage Trust 2022-C17, Commercial Mortgage Pass-Through 

Certificates, Series
2022-C17, Class [__]



Reference is hereby made
to the Pooling and Servicing Agreement, dated and effective as of September 1, 2022 (the “Pooling and Servicing Agreement”),
between Barclays Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer, Argentic Services
Company LP, as Special Servicer, KeyBank National Association, as Park West Village Special Servicer, Computershare Trust Company, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating
Advisor and as Asset Representations Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in
the Pooling and Servicing Agreement.


[For purposes of acquiring
a beneficial interest in a Regulation S Book-Entry Certificate of the Class specified above after the expiration of the Restricted
Period,] [For purposes of receiving payments under a Temporary Regulation S Book-Entry Certificate of the Class specified above,]*
the undersigned holder of a beneficial interest in a Temporary Regulation S Book-Entry Certificate of the Class specified above issued
under the Pooling and Servicing Agreement certifies that it is not a U.S. Person as defined by Regulation S under the Securities
Act of 1933, as amended.


We undertake to advise you
promptly by facsimile on or prior to the date on which you intend to submit your corresponding certification relating to the Certificates
of the Class specified above held by you for our account if any applicable statement herein is not correct on such date, and in the absence
of any such notification it may be assumed that this certification applies as of such date.


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal proceedings
are


 





 



*
      Select, as applicable.




    	 	Exhibit L-1	 



    


    


commenced or threatened in connection with
which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate to any interested party in such
proceeding. This certificate and the statements contained herein are made for your benefit and the benefit of the Depositor, the Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer,
the Initial Purchasers and the Loan-Specific Initial Purchasers.


	 	 
	 	 
	 	Dated:______________
	 	 	 
	 	 	 
	 	By:	
	 		as, or as agent for, the holder of a beneficial 

interest in the Certificates to which this 

certificate relates.










    	 	Exhibit L-2	 



    


    


EXHIBIT M


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Temporary Regulation S Book-Entry Certificate


(Exchanges or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


Computershare Trust Company, National Association,

as Certificate Registrar


600 South 4th Street, 7th
Floor


Minneapolis, Minnesota 55415


Attention: Corporate Trust Services (CMBS) – BBCMS Mortgage Trust
2022-C17


		Re:	BBCMS Mortgage Trust
                                            2022-C17, Commercial Mortgage Pass-Through 

                                            Certificates, Series 2022-C17, Class [__]



Reference is hereby made
to the Pooling and Servicing Agreement, dated and effective as of September 1, 2022 (the “Pooling and Servicing Agreement”),
between Barclays Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer, Argentic Services
Company LP, as Special Servicer, KeyBank National Association, as Park West Village Special Servicer, Computershare Trust Company, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating
Advisor and as Asset Representations Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in
the Pooling and Servicing Agreement.


This letter relates to US
$[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates for a
beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No. [______] and ISIN No. [______]) to be
held with [Euroclear] [Clearstream]* (Common
Code [______]) through the Depository.


In connection with such request,
and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance with
the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with Regulation S (“Regulation S”)
under the Securities Act of 1933, as amended (the “Securities Act”), and accordingly the Transferor does hereby certify
that:


(1)       the
offer of the Certificates was not made to a person in the United States;








 



*
       Select appropriate depository.




    	 	Exhibit M-1	 



    


    


[(2)      at the time the buy
order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed
and believes that the transferee was outside the United States;]**


[(2)      the transaction was
executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting
on its behalf knows that the transaction was pre-arranged with a buyer in the United States;] **


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the requirements
of Rule 903(b) or 904(b) of Regulation S, as applicable; and


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative or
legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein are
made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer, the Initial Purchasers and the Loan-Specific Initial Purchasers.


	 	 
	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:


Dated: ________


cc: Barclays Commercial Mortgage Securities LLC


 





 



**     Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.




    	 	Exhibit M-2	 



    


    


EXHIBIT N


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Regulation S Book-Entry Certificate


(Exchange or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


Computershare Trust Company, National Association,

as Certificate Registrar


600 South 4th Street, 7th
Floor


Minneapolis, Minnesota 55415

Attention: Corporate Trust Services (CMBS) – BBCMS Mortgage Trust 2022-C17


		Re:	BBCMS Mortgage Trust 2022-C17, Commercial
                                            Mortgage Pass-Through 

                                            Certificates, Series 2022-C17, Class [__]



Reference is hereby made
to the Pooling and Servicing Agreement, dated and effective as of September 1, 2022 (the “Pooling and Servicing Agreement”),
between Barclays Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer, Argentic Services
Company LP, as Special Servicer, KeyBank National Association, as Park West Village Special Servicer, Computershare Trust Company, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating
Advisor and as Asset Representations Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in
the Pooling and Servicing Agreement.


This letter relates to US
$[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates for a
beneficial interest in the Regulation S Book-Entry Certificate (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


In connection with such request,
and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance with
the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in accordance with Regulation S (“Regulation S”)
under the Securities Act of 1933, as amended (the “Securities Act”), and accordingly the Transferor does hereby certify
that:


(1)       the
offer of the Certificates was not made to a person in the United States,




    	 	Exhibit N-1	 



    


    


[(2)      at the time the buy
order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed
and believes that the transferee was outside the United States,]*


[(2)      the transaction was
executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting
on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the requirements
of Rule 903(b) or 904(b) of Regulation S, as applicable, and


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative or
legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein are
made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer, the Initial Purchasers and the Loan-Specific Purchasers.


	 	 
	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:


Dated: _______


cc: Barclays Commercial Mortgage Securities LLC


 





 



*        Insert one of these two provisions,
which come from the definition of “offshore transaction” in Regulation S.




    	 	Exhibit N-2	 



    


    


EXHIBIT O


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Rule 144A Book-Entry Certificate


(Exchange or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


Computershare Trust Company, National Association,

as Certificate Registrar


600 South 4th Street, 7th
Floor


Minneapolis, Minnesota 55415

Attention: Corporate Trust Services (CMBS) – BBCMS Mortgage Trust 2022-C17


		Re:	BBCMS Mortgage Trust
                                            2022-C17, Commercial Mortgage Pass-Through 

                                            Certificates, Series 2022-C17, Class [__]



Reference is hereby made
to the Pooling and Servicing Agreement, dated and effective as of September 1, 2022 (the “Pooling and Servicing Agreement”),
between Barclays Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer, Argentic Services
Company LP, as Special Servicer, KeyBank National Association, as Park West Village Special Servicer, Computershare Trust Company, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating
Advisor and as Asset Representations Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in
the Pooling and Servicing Agreement.


This letter relates to US
$[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for a beneficial
interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).


In connection with such request,
and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or transferred in accordance
with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities Act”),
to a transferee that the Transferor reasonably believes is purchasing the Certificates for its own account, or for one or more accounts
with respect to which the transferee exercises sole investment discretion, and the transferee and any such account is a “qualified
institutional buyer” within the meaning of Rule 144A in each case in a transaction meeting the requirements of Rule 144A
and in accordance with any applicable securities laws of any state of the United States or other applicable jurisdiction.


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal proceedings
are




    	 	Exhibit O-1	 



    


    


commenced or threatened in connection with
which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate to any interested party in such
proceeding. This certificate and the statements contained herein are made for your benefit and the benefit of the Depositor, the Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer,
the Initial Purchasers and the Loan-Specific Initial Purchasers.


	 	 
	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:


Dated: _______


cc: Barclays Commercial Mortgage Securities LLC




    	 	Exhibit O-2	 



    


    


EXHIBIT P-1A


FORM OF INVESTOR CERTIFICATION for
Non-Borrower PartY

and/or THE risk retention consultation party

(for Persons other than the DIRECTING CERTIFICATEHOLDER, a Controlling Class Certificateholder and/or a pwv controlling class certificateholder)


[Date]


Computershare Trust Company, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) – BBCMS Mortgage Trust 2022-C17

Email: trustadministrationgroup@wellsfargo.com;

cts.cmbs.bond.admin@wellsfargo.com






		Re:	BBCMS Mortgage Trust
                                            2022-C17, Commercial Mortgage Pass-Through 

                                            Certificates, Series 2022-C17, Class [_] Certificates



In accordance with the
Pooling and Servicing Agreement, dated and effective as of September 1, 2022 (the “Pooling and Servicing Agreement”),
between Barclays Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer, Argentic Services
Company LP, as Special Servicer, KeyBank National Association, as Park West Village Special Servicer, Computershare Trust Company, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating
Advisor and as Asset Representations Reviewer, with respect to the certificates (the “Certificates”), the undersigned
hereby certifies and agrees as follows:


1.       The
undersigned is either (a) a Certificateholder, a beneficial owner or prospective purchaser of the above-referenced Class [__] Certificates,
(b) a Companion Holder or (c) the Risk Retention Consultation Party (or any investment advisor or manager or other representative of the
foregoing).


2.       The
undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder or a Park West Village Controlling Class
Certificateholder.


3.       In
the case that the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of a Certificate, the undersigned has
received a copy of the Prospectus.


4.       Other
than with respect to the Risk Retention Consultation Party, the undersigned is not a Borrower Party1.


 





 



1
      Including any alternate definitions of borrower party, borrower restricted party, restricted holder or any other similar term under
any related Intercreditor Agreement.




    	 	Exhibit P-1A-1	 



    


    


5.       The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto (also,
the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure
to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential (except from such
outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants
and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such
Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers,
directors, partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser only)
or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced above. The undersigned
will not use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933,
as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration
of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


6.       The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives and shall
indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Underwriters, the Initial Purchasers, the Loan-Specific Initial Purchasers and the Trust Fund
for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


7.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s
Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether the undersigned has properly
certified or recertified under this Investor Certification any time the undersigned accesses the Certificate Administrator’s Website.


8.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto
by its duly authorized signatory, as of the date certified.


	 	 	 
	 	 	 
	 	By:	
	 	 	Title:
	 	 	Company:
	 	 	Phone:
	 	 	              







    	 	Exhibit P-1A-2	 



    


    


EXHIBIT P-1B


FORM OF INVESTOR CERTIFICATION for
Non-Borrower PartY

(for the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class Certificateholder and/or a pwv controlling class certificateholder)


[Date]


 


	KeyBank National Association

    11501 Outlook Street, Suite 300

    Overland Park, Kansas 66211

    Attention: Michael Tilden

    Email: Michael_a_tilden@keybank.com	Computershare Trust Company, National
    Association

    9062 Old Annapolis Road

    Columbia, Maryland  21045-1951

    Attention:  Corporate Trust Services (CMBS)

    BBCMS Mortgage Trust 2022-C17

    Email:  trustadministrationgroup@wellsfargo.com

                 cts.cmbs.bond.admin@wellsfargo.com
	 	 
	Pentalpha
                                            Surveillance LLC

    501 John James Audubon Parkway, Suite
    

401

    Amherst, New York 14228

    Attention: BBCMS 2022-C17 Transaction 

Manager

    With a copy sent via email to: 

notices@pentalphasurveillance.com (with 

BBCMS 2022-C17 in the subject line)
	Computershare
                                            Trust Company, National 

Association

    600
    South 4th Street, 7th Floor

    Minneapolis, Minnesota 55415

    Attention: Corporate Trust Services (CMBS)

    BBCMS Mortgage Trust 2022-C17

	 	 
	Wilmington Trust, National Association

    1100 North Market Street

    Wilmington, Delaware 19890

    Attention: BBCMS 2022-C17	Argentic
                                            Services Company LP

    500
    North Central Expressway, Suite 261

    Plano,
    Texas 75074

    Attention: Andrew Hundertmark

    Email: ahundertmark@argenticservices.com

	KeyBank National Association

    11501 Outlook Street, Suite 300

    Overland Park, Kansas 66211

    Attention: Alan Williams

    Email: keybank_notices@keybank.com	 


		Re:	BBCMS Mortgage Trust
                                            2022-C17, Commercial Mortgage Pass-Through 

                                            Certificates, Series 2022-C17, Class [_] Certificates



In accordance with the
Pooling and Servicing Agreement, dated and effective as of September 1, 2022 (the “Pooling and Servicing Agreement”),
between Barclays Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer, Argentic Services
Company LP, as Special Servicer, KeyBank National Association, as Park




    	 	Exhibit P-1B-1	 



    


    


West Village Special Servicer, Computershare
Trust Company, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


1.       The
undersigned is either the Directing Certificateholder, the Holder of a majority of the Controlling Class, a Controlling Class Certificateholder,
the Park West Village Loan-Specific Directing Certificateholder, the Holder of a majority of the Park West Village Controlling Class or
a Park West Village Controlling Class Certificateholder.


2.       The
undersigned has received a copy of the Prospectus.


3.       The
undersigned is not a Borrower Party1.


4.       The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto (also,
the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure
to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential (except from such
outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants
and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such
Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers,
directors, partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser only)
or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced above. The undersigned
will not use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933,
as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration
of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


5.       The
undersigned shall be fully liable for any breach of the terms of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers, the Loan-Specific Initial Purchasers and the Trust
Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


6.       At
any time the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned shall deliver the certification
attached as Exhibit








 



1
     Including any alternate definitions of borrower party, borrower restricted party, restricted holder or any other similar term under
any related Intercreditor Agreement.




    	 	Exhibit P-1B-2	 



    


    


P-1D to the Pooling and Servicing Agreement
and shall deliver to the applicable parties the notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


7.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s
Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether the undersigned has properly
certified or recertified under this Investor Certification any time the undersigned accesses the Certificate Administrator’s Website.


8.       [For
use with any party other than the initial Directing Certificateholder or Park West Village Controlling Class Representative]The undersigned
hereby certifies that an executed copy of this certification in [paper][electronic click-through] form has been delivered in accordance
with the notice provisions of the Pooling and Servicing Agreement to the applicable Information provider listed above [(a) by overnight
courier or (b) mailed by registered mail, postage prepaid].


9.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned has made
the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized
signatory, as of the date certified.


	 	 	 
	 	 	 
	 	By:	
	 	 	Title:
	 	 	Company:
	 	 	Phone:
	 	 	              



 






    	 	Exhibit P-1B-3	 



    


    


EXHIBIT P-1C


FORM OF INVESTOR CERTIFICATION for
Borrower PartY

(for Persons other than the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class Certificateholder and/or a pwv controlling class certificateholder)


[Date]


Computershare Trust Company, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) – BBCMS Mortgage Trust 2022-C17

Email: trustadministrationgroup@wellsfargo.com;

           cts.cmbs.bond.admin@wellsfargo.com






KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael Tilden

Email: Michael_a_tilden@keybank.com


		Re:	BBCMS Mortgage Trust
                                            2022-C17, Commercial Mortgage Pass-Through 

                                            Certificates, Series 2022-C17, Class [_] Certificates



In accordance with the
Pooling and Servicing Agreement, dated and effective as of September 1, 2022 (the “Pooling and Servicing Agreement”),
between Barclays Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer, Argentic Services
Company LP, as Special Servicer, KeyBank National Association, as Park West Village Special Servicer, Computershare Trust Company, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating
Advisor and as Asset Representations Reviewer, with respect to the certificates (the “Certificates”), the undersigned
hereby certifies and agrees as follows:


1.       The
undersigned is either (a) a Certificateholder, a beneficial owner or a prospective purchaser of the above-referenced Class [__] Certificates
or (b) a Companion Holder (or any investment advisor or manager or other representative of the foregoing).


2.       The
undersigned is neither the Directing Certificateholder, a Controlling Class Certificateholder or a Park West Village Controlling Class
Certificateholder.


3.       In
the case that the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of a Certificate, the undersigned has
received a copy of the Prospectus.


4.       The
undersigned is a Borrower Party1.








 



1
     Including any alternate definitions of borrower party, borrower restricted party, restricted holder or any other similar term under
any related Intercreditor Agreement. 




    	 	Exhibit P-1C-1	 



    


    


5.       The
undersigned is requesting access to the Distribution Date Statement pursuant to the Pooling and Servicing Agreement. In consideration
of the disclosure to the undersigned of the Distribution Date Statement, or the access thereto, the undersigned will keep the Distribution
Date Statement confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing
the related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies
to which the undersigned is subject), and such Distribution Date Statement will not, without the prior written consent of the Depositor,
be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively,
the “Representatives”) in any manner whatsoever, in whole or in part; provided, however, that the obligations
of the undersigned to keep any such Distribution Date Statement confidential shall expire one year following the date that the undersigned
receives such Distribution Date Statement (with respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial
owner or prospective purchaser of the Class of Certificates referenced above. The undersigned will not use or disclose the Distribution
Date Statement in any manner which could result in a violation of any provision of the Securities Act of 1933, as amended (the “Securities
Act”), or the Securities Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered
pursuant to Section 5 of the Securities Act.


6.       The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives and shall
indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Underwriters, the Initial Purchasers, the Loan-Specific Initial Purchasers and the Trust Fund
for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


7.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Distribution Date Statements on the
Certificate Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify
whether the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the
Certificate Administrator’s Website.


8.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned has made
the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized
signatory, as of the date certified.


	 	 	 
	 	 	 
	 	By:	
	 	 	Title:
	 	 	Company:
	 	 	Phone:
	 	 	              







    	 	Exhibit P-1C-2	 



    


    


EXHIBIT P-1D


FORM OF INVESTOR CERTIFICATION for
Borrower PartY

(for the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class Certificateholder and/or a pwv controlling class certificateholder)


[Date]


 


	KeyBank National Association

    11501 Outlook Street, Suite 300

    Overland Park, Kansas 66211

    Attention: Michael Tilden

    Email: Michael_a_tilden@keybank.com	Computershare Trust Company, National
    Association

    9062 Old Annapolis Road

    Columbia, Maryland  21045-1951

    Attention:  Corporate Trust Services (CMBS)

    BBCMS Mortgage Trust 2022-C17

    Email:  trustadministrationgroup@wellsfargo.com

                  cts.cmbs.bond.admin@wellsfargo.com
	 	 
	Pentalpha Surveillance LLC

    501 John James Audubon Parkway, Suite
    

401

    Amherst, New York 14228

    Attention: BBCMS 2022-C17 Transaction 

Manager

    With a copy sent via email to: 

notices@pentalphasurveillance.com (with 

BBCMS 2022-C17 in the subject line)
	Computershare
    Trust Company, National 

Association

    600
    South 4th Street, 7th Floor

    Minneapolis, Minnesota 55415

    Attention: Corporate Trust Services (CMBS)

    BBCMS Mortgage Trust 2022-C17

	 	 
	Wilmington Trust, National Association

    1100 North Market Street

    Wilmington, Delaware 19890

    Attention: BBCMS 2022-C17	Argentic
    Services Company LP

    500
    North Central Expressway, Suite 261

    Plano,
    Texas 75074

    Attention: Andrew Hundertmark

    Email: ahundertmark@argenticservices.com

	KeyBank National Association

    11501 Outlook Street, Suite 300

    Overland Park, Kansas 66211

    Attention: Alan Williams

    Email: keybank_notices@keybank.com	 


		Re:	BBCMS Mortgage Trust
                                            2022-C17, Commercial Mortgage Pass-Through 

                                            Certificates, Series 2022-C17, Class [_] Certificates



In accordance with the
Pooling and Servicing Agreement, dated and effective as of September 1, 2022 (the “Pooling and Servicing Agreement”),
between Barclays Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer, Argentic Services
Company LP, as Special Servicer, KeyBank National Association, as Park




    	 	Exhibit P-1D-1	 



    


    


West Village Special Servicer, Computershare
Trust Company, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


1. The undersigned is the
Directing Certificateholder, the Holder of the majority of the Controlling Class, a Controlling Class Certificateholder, the Holder of
the majority of the Park West Village Controlling Class or a Park West Village Controlling Class Certificateholder.


2.       The
undersigned is a Borrower Party1 with respect
to the following [Excluded Loan][Excluded Controlling Class Loan](s):


[IDENTIFY [EXCLUDED
LOAN][EXCLUDED CONTROLLING CLASS LOAN](S)] (the “[Excluded Loan][Excluded Controlling Class Loan](s)”)


The undersigned is not
a Borrower Party2 with respect to any other
Mortgage Loan.


3.       The
undersigned has received a copy of the Prospectus.


4.       Except
with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the Pooling
and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s Website
[and/or is requesting the information identified on the schedule attached hereto (also, the “Information”) pursuant
to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the Information, or
the access thereto, the undersigned will keep the Information confidential (except from such outside persons as are assisting it in making
an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys, and otherwise from such governmental
or banking authorities or agencies to which the undersigned is subject), and such Information will not, without the prior written consent
of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives
(collectively, the “Representatives”) in any manner whatsoever, in whole or in part; provided, however,
that the obligations of the undersigned to keep any such Information confidential shall expire one year following the date that the undersigned
receives such Information (with respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective
purchaser of the Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which
could result in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the
Securities Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


5.       The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as defined
in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent








 



1
      Including any alternate definitions of borrower party, borrower restricted party, restricted holder or any other similar term under
any related Intercreditor Agreement.


2
      Including any alternate definitions of borrower party, borrower restricted party, restricted holder or any other similar term under
any related Intercreditor Agreement.




    	 	Exhibit P-1D-2	 



    


    


the undersigned receives access to such Excluded
Information on the Certificate Administrator’s Website or otherwise receives access to such Excluded Information in connection with
its duties, or exercise of its rights pursuant to the Pooling and Servicing Agreement.


6.       The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives and shall
indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense incurred
thereby with respect to any such breach by the undersigned or any of its Representatives.


7.       To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise receives
access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or indirectly provide
any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C) any employees
or personnel of the undersigned or any of its Affiliates involved in the management of any investment in the related Borrower Party or
the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in
the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies and procedures in place in order
to comply with the obligations described in clause (i) above.


8.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s
Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether the undersigned has properly
certified or recertified under this Investor Certification any time the undersigned accesses the Certificate Administrator’s Website.


9.       The
undersigned hereby certifies that an executed copy of this certification in [paper][electronic click-through][[for use by the initial
Controlling Class Certificateholder] PDF] form has been delivered in accordance with the notice provisions of the Pooling and Servicing
Agreement to the applicable Information provider listed above [(a) by overnight courier, (b) mailed by registered mail, postage prepaid
or (c) [for use by the initial Controlling Class Certificateholder] electronic mail].


10.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned has made
the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized
signatory, as of the date certified.




    	 	Exhibit P-1D-3	 



    


    





	 	[Directing Certificateholder][Holder of the majority 
	 	 	of the Controlling Class][Controlling Class 

Certificateholder][Park West Village 

Controlling Class Certificateholder]
	 	 	 
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:
	 	 	Company:
	 	 	Phone:
	 	 	              







    	 	Exhibit P-1D-4	 



    


    


EXHIBIT P-1E


FORM OF NOTICE OF EXCLUDED CONTROLLING CLASS
HOLDER


[Date]


	KeyBank National Association

    11501 Outlook Street, Suite 300

    Overland Park, Kansas 66211

    Attention: Michael Tilden

    Email: Michael_a_tilden@keybank.com	Computershare Trust Company, National
    Association

    9062 Old Annapolis Road

    Columbia, Maryland  21045-1951

    Attention:  Corporate Trust Services (CMBS)

    BBCMS Mortgage Trust 2022-C17

    Email:  trustadministrationgroup@wellsfargo.com

                 cts.cmbs.bond.admin@wellsfargo.com
	 	 
	Pentalpha Surveillance LLC

    501 John James Audubon Parkway, Suite
    

401

    Amherst, New York 14228

    Attention: BBCMS 2022-C17 Transaction 

Manager

    With a copy sent via email to: 

notices@pentalphasurveillance.com (with 

BBCMS 2022-C17 in the subject line)
	Computershare
    Trust Company, National 

Association

    600
    South 4th Street, 7th Floor

    Minneapolis, Minnesota 55415

    Attention: Corporate Trust Services (CMBS)

    BBCMS Mortgage Trust 2022-C17

	 	 
	Wilmington Trust, National Association

    1100 North Market Street

    Wilmington, Delaware 19890

    Attention: BBCMS 2022-C17	Argentic
    Services Company LP

    500
    North Central Expressway, Suite 261

    Plano,
    Texas 75074

    Attention: Andrew Hundertmark

    Email: ahundertmark@argenticservices.com

	KeyBank National Association

    11501 Outlook Street, Suite 300

    Overland Park, Kansas 66211

    Attention: Alan Williams

    Email: keybank_notices@keybank.com	 


		Re:	BBCMS Mortgage Trust 2022-C17, Commercial Mortgage Pass-Through 

Certificates, Series 2022-C17, Class [_]
Certificates



THIS NOTICE IDENTIFIES
AN “[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN]” RELATING TO THE BBCMS MORTGAGE TRUST 2022-C17 COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES, SERIES 2022-C17 REQUIRING ACTION BY YOU AS THE RECIPIENT PURSUANT TO SECTION 3.13(b) OF THE POOLING AND SERVICING AGREEMENT.




    	 	Exhibit P-1E-1	 



    


    


In accordance with Section
3.13(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”),
the undersigned (the “Excluded Controlling Class Holder”) hereby certifies and agrees as follows:


1.                 
The undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder][the
Holder of the majority of the Park West Village Controlling Class][a Park West Village Controlling Class Certificateholder] as of the
date hereof.


2.                 
The undersigned has become a Borrower Party1
with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded Loan][Excluded Controlling Class Loan](s)”):


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


[[If applicable] For the
avoidance of doubt, [each] of the foregoing loans is both an Excluded Loan and an Excluded Controlling Class Loan.] The undersigned
is not a Borrower Party2 with respect to
any other Mortgage Loan. If the undersigned becomes a Borrower Party with respect to any other Mortgage Loan or Whole Loan, the undersigned
agrees to and shall deliver the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the
applicable parties the notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


As of the date above, the
undersigned is the beneficial owner of the following certificates, and is providing the below information to the addressees hereto for
purposes of their compliance with the Pooling and Servicing Agreement, including, among other things, the Certificate Administrator’s
determination as to whether a Consultation Termination Event is in effect with respect to the Excluded Loans listed in paragraph 2 if
any such mortgage loan is an Excluded Loan:


	CUSIP	Class	Outstanding Certificate Balance	Initial Certificate Balance
	 	 	 	 



 





 



1      Including any alternate definitions of borrower
party, borrower restricted party, restricted holder or any other similar term under any related Intercreditor Agreement.


2      Including any alternate definitions of borrower
party, borrower restricted party, restricted holder or any other similar term under any related Intercreditor Agreement.



    	 	Exhibit P-1E-2	 



    


    


 


	CUSIP	Class	Outstanding Certificate Balance	Initial Certificate Balance
	 	 	 	 
	 	 	 	 


3.                 
The undersigned is not a Borrower Party with respect to any other Mortgage Loan.


4.                 
Except with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to
the Pooling and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the Information,
or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as are assisting it in
making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys, and otherwise from such
governmental or banking authorities or agencies to which the undersigned is subject), and such Information will not, without the prior
written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents
or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole or in part; provided,
however, that the obligations of the undersigned to keep any such Information confidential shall expire one year following the
date that the undersigned receives such Information (with respect to a prospective purchaser only) or is no longer a Certificateholder,
a beneficial owner or prospective purchaser of the Class of Certificates referenced above. The undersigned will not use or disclose the
Information in any manner which could result in a violation of any provision of the Securities Act of 1933, as amended (the “Securities
Act”), or the Securities Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered
pursuant to Section 5 of the Securities Act.


5.                 
The undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as
defined in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent the
undersigned receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives access
to such Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing Agreement.


6.                 
The undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense
incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


7.                 
To the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information,




    	 	Exhibit P-1E-3	 



    


    


the undersigned shall be deemed to have agreed
that it (i) will not directly or indirectly provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded
Controlling Class Holder, (C) any employees or personnel of the undersigned or any of its Affiliates involved in the management of any
investment in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds
a direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate
policies and procedures in place in order to comply with the obligations described in clause (i) above.


8.                 
The undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether the
undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


9.                 
[[For use by parties other than the initial Directing Certificateholder] The undersigned hereby certifies that an executed copy
of this certification in paper form has been delivered in accordance with the notice provisions of the Pooling and Servicing Agreement
to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.] [[For use by the initial
Directing Certificateholder] The undersigned hereby certifies that an executed copy of this certification in PDF form has been delivered
in accordance with the terms of the Pooling and Servicing Agreement to each of the addressees listed above by electronic mail.]


10.             
The undersigned is simultaneously providing notice to the Certificate Administrator in the form of Exhibit P-1F to the Pooling
and Servicing Agreement, requesting termination of access to any Excluded Information. The undersigned acknowledges that it is not permitted
to access and shall not access any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s) on the Certificate
Administrator’s Website unless and until it has (i) delivered notice of the termination of the related Excluded Controlling Class
Holder status and (ii) submitted a new investor certification in accordance with Section 3.13(b) of the Pooling and Servicing Agreement.


11.             
The undersigned agrees to indemnify and hold harmless each party to the Pooling and Servicing Agreement, the Underwriters, the
Initial Purchasers, the Loan-Specific Initial Purchasers and the Trust Fund from any damage, loss, cost or liability (including legal
fees and expenses and the cost of enforcing this indemnity) arising out of or resulting from any unauthorized access by the undersigned
or any agent, employee, representative or person acting on its behalf of any Excluded Information relating to the [Excluded Loan][Excluded
Controlling Class Loan](s) listed in Paragraph 2 above.


Capitalized terms used
but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto
by its duly authorized signatory, as of the date certified.







    	 	Exhibit P-1E-4	 



    


    





	 	[Directing Certificateholder][Holder of the majority 
	 	 	of the Controlling Class][Controlling Class 

Certificateholder][a Park West Village


Controlling Class Certificateholder]
	 	 	 
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:


Dated: _________


cc: Barclays Commercial Mortgage Securities LLC


 




    	 	Exhibit P-1E-5	 



    


    


EXHIBIT P-1F


FORM OF NOTICE OF EXCLUDED CONTROLLING CLASS
HOLDER TO CERTIFICATE ADMINISTRATOR


[Date]


	
    Via: Email

    Computershare Trust Company, National Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention: Corporate Trust Services (CMBS)

    BBCMS Mortgage Trust 2022-C17

    trustadministrationgroup@wellsfargo.com;

    cts.cmbs.bond.admin@wellsfargo.com

    with a copy to:

     

    Computershare Trust Company, National
    Association

    8480 Stagecoach Circle

    Frederick, Maryland 21701-4747

    Attention: BBCMS Mortgage Trust 2022-C17



		Re:	BBCMS Mortgage Trust 2022-C17, Commercial Mortgage Pass-Through Certificates, Series 2022-C17



In accordance with Section 3.13(b) of the Pooling
and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”), the undersigned (the
“Excluded Controlling Class Holder”) hereby directs you as follows:


1.                 
The undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder][the
Holder of the majority of the Park West Village Controlling Class][a Park West Village Controlling Class Certificateholder] as of the
date hereof.


2.                 
The undersigned has become a Borrower Party1
with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded Loan][Excluded Controlling Class Loan](s)”):


 





 



1
      Including any alternate definitions of borrower party, borrower restricted party, restricted holder or any other similar term under
any related Intercreditor Agreement.


 




    	 	Exhibit P-1F-1	 



    


    


 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


3.                 
The following USER IDs for CTSLink are affiliated with the undersigned and access to any information on the Certificate Administrator’s
Website with respect to the BBCMS Mortgage Trust 2022-C17 securitization should be revoked as to such users:


	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 





4.                 
The undersigned acknowledges that it is not permitted to access and shall not access any Excluded Information with respect to such
[Excluded Loan][Excluded Controlling Class Loan](s) on the Certificate Administrator’s Website unless and until it (i) is no longer
an Excluded Controlling Class Holder with respect to such [Excluded Loan][Excluded Controlling Class Loan](s), (ii) has delivered notice
of the termination of the related Excluded Controlling Class Holder status and (iii) has submitted an investor certification in the form
of Exhibit P-1B to the Pooling and Servicing Agreement.


Capitalized terms used but not defined herein
have the respective meanings given to them in the Pooling and Servicing Agreement.


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly
authorized signatory, as of the date certified.


	 	 
	 	 
	 	[Directing Certificateholder][Holder of the majority 
	 	 	of the Controlling Class][Controlling Class 

Certificateholder][a Park West Village


Controlling Class Certificateholder]
	 	 	 
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:


Dated: _______


cc: Barclays Commercial Mortgage Securities LLC




    	 	Exhibit P-1F-2	 



    


    


The undersigned hereby acknowledges that

access to CTSLink has been revoked for

the users listed in Paragraph 3.


COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION,

as Certificate Administrator


 


		
	 	 
	Name:	 
	Title:	 







    	 	Exhibit P-1F-3	 



    


    


EXHIBIT P-1G


 


Form of
Certification of the Directing Certificateholder


 


[Date]


	KeyBank National Association

    11501 Outlook Street, Suite 300

    Overland Park, Kansas 66211

    Attention: Michael Tilden

    Email: Michael_a_tilden@keybank.com	Computershare Trust Company, National
    Association

    9062 Old Annapolis Road

    Columbia, Maryland  21045-1951

    Attention:  Corporate Trust Services (CMBS)

    BBCMS Mortgage Trust 2022-C17

    Email:  trustadministrationgroup@wellsfargo.com

                 cts.cmbs.bond.admin@wellsfargo.com
	 	 
	Pentalpha Surveillance LLC

    501 John James Audubon Parkway, Suite
    

401

    Amherst, New York 14228

    Attention: BBCMS 2022-C17 Transaction 

Manager

    With a copy sent via email to: 

notices@pentalphasurveillance.com (with 

BBCMS 2022-C17 in the subject line)
	Computershare
    Trust Company, National 

Association

    600
    South 4th Street, 7th Floor

    Minneapolis, Minnesota 55415

    Attention: Corporate Trust Services (CMBS)

    BBCMS Mortgage Trust 2022-C17

	 	 
	Wilmington Trust, National Association

    1100 North Market Street

    Wilmington, Delaware 19890

    Attention: BBCMS 2022-C17	Argentic
    Services Company LP

    500
    North Central Expressway, Suite 261

    Plano,
    Texas 75074

    Attention: Andrew Hundertmark

    Email: ahundertmark@argenticservices.com

	KeyBank National Association

    11501 Outlook Street, Suite 300

    Overland Park, Kansas 66211

    Attention: Alan Williams

    Email: keybank_notices@keybank.com	 


		Re:	BBCMS Mortgage Trust 2022-C17, Commercial Mortgage Pass-Through Certificates, Series 2022-C17



In accordance with Section
3.23 of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


1.       The
undersigned has been appointed to act as the Directing Certificateholder.




    	 	Exhibit P-1G-1	 



    


    


2.       [[FOR
USE WITH BORROWER PARTY:]The undersigned is a Borrower Party1
with respect to the [EXCLUDED LOAN] Mortgage Loan.] The undersigned is not a Borrower Party [[FOR USE WITH BORROWER PARTY:]with
respect to any other Mortgage Loan].


3.       [[FOR
USE WITH NON-BORROWER PARTY:]If the undersigned becomes a Borrower Party2
with respect to any Mortgage Loan or Whole Loan, the][[FOR USE WITH BORROWER PARTY:]The] undersigned agrees to and shall deliver the certification
attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the notices attached as Exhibit
P-1E and Exhibit P-1F to the Pooling and Servicing Agreement [[FOR USE WITH BORROWER PARTY:]with respect to the [EXCLUDED LOAN] Mortgage
Loan and shall deliver such certificates with respect to any other Mortgage Loan as to which it becomes a Borrower Party].


4.       [[For
use with any Directing Certificateholder other than the initial Directing Certificateholder]The undersigned hereby certifies that an executed
copy of this certification in paper form has been delivered in accordance with the notice provisions of the Pooling and Servicing Agreement
to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.]


5.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


BY ITS CERTIFICATION HEREOF,
the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized signatory, as
of the date certified.


	 	 
	 	 
	 	[Directing Certificateholder] 
	 	 	 
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:


Dated: _______


cc: Barclays Commercial Mortgage Securities LLC


 


 


 





 



1      Including any alternate definitions
of borrower party, borrower restricted party, restricted holder or any other similar term under any related Intercreditor Agreement.


2      Including
any alternate definitions of borrower party, borrower restricted party, restricted holder or any other similar term under any related
Intercreditor Agreement.







    	 	Exhibit P-1G-2	 



    


    


EXHIBIT P-1H




FORM OF CERTIFICATION OF THE RISK RETENTION CONSULTATION PARTY


[Date]


	KeyBank National Association

    11501 Outlook Street, Suite 300

    Overland Park, Kansas 66211

    Attention: Michael Tilden

    Email: Michael_a_tilden@keybank.com	Computershare Trust Company, National
    

Association

    9062 Old Annapolis Road

    Columbia, Maryland  21045

    Attention:  Corporate Trust Services BBCMS 

2022-C17

    trustadministrationgroup@wellsfargo.com

    cts.cmbs.bond.admin@wellsfargo.com
	Argentic
    Services Company LP

    500
    North Central Expressway, Suite 261

    Plano,
    Texas 75074

    Attention: Andrew Hundertmark

    Email: ahundertmark@argenticservices.com
	Wilmington Trust, National
    Association

    1100 North Market Street

    Wilmington, Delaware  19890

    Attention:  CMBS Trustee BBCMS 2022-C17

    CMBSTrustee@wilmingtontrust.com
	Pentalpha Surveillance LLC

    501 John James Audubon Parkway, Suite
    401

    Amherst, New York 14228

    Attention: BBCMS 2022-C17 Transaction 

Manager

    With a copy sent via email to: 

notices@pentalphasurveillance.com (with 

BBCMS 2022-C17 in the subject line)
	KeyBank National Association

    11501 Outlook Street, Suite 300

    Overland Park, Kansas 66211

    Attention: Alan Williams

    Email: keybank_notices@keybank.com


		Re:	BBCMS Mortgage Trust 2022-C17, Commercial Mortgage Pass-Through Certificates, Series 2022-C17



In accordance with Section 3.23 of the Pooling and
Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


		1.	The undersigned has been appointed to act as the Risk Retention Consultation Party.



		2.	[[FOR USE WITH BORROWER PARTY:]The undersigned is a Borrower Party11
with respect to the [EXCLUDED LOAN] Mortgage Loan.] The undersigned is not a Borrower Party [[FOR USE WITH BORROWER PARTY:]with
respect to any other Mortgage Loan].



 





 



11    Including any alternate definitions
of borrower party, borrower restricted party, restricted holder or any other similar term under any related Intercreditor Agreement.


 




    	 	Exhibit P-1H-1	 



    


    


		3.	[[FOR USE WITH NON-BORROWER PARTY:]If the undersigned becomes a Borrower Party12
with respect to any Mortgage Loan or Whole Loan, the][[FOR USE WITH BORROWER PARTY:]The] undersigned agrees to and shall deliver the certification
attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the notices attached as Exhibit
P-1E and Exhibit P-1F to the Pooling and Servicing Agreement [[FOR USE WITH BORROWER PARTY:]with respect to the [EXCLUDED LOAN] Mortgage
Loan and shall deliver such certificates with respect to any other Mortgage Loan as to which it becomes a Borrower Party].



		4.	[[For Risk Retention Consultation Parties other than the initial Risk Retention Consultation Party]The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the notice
provisions of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered
mail, postage prepaid.]



		5.	Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the
Pooling and Servicing Agreement.



BY ITS CERTIFICATION HEREOF, the undersigned shall
have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


	 	 
	 	 
	 	[RISK RETENTION CONSULTATION 

PARTY]
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:
	 	 	 


Dated:
[____] [__], 20[__]


 


 


cc: Barclays Commercial Mortgage Securities LLC


 


 





 



12     Including any alternate definitions
of borrower party, borrower restricted party, restricted holder or any other similar term under any related Intercreditor Agreement.


 




    	 	Exhibit P-1H-2	 



    


    


EXHIBIT P-2


FORM OF CERTIFICATION FOR NRSROs


[Date]


 


Computershare Trust Company, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951


Attention: Corporate Trust Services (CMBS) – BBCMS
2022-C17


		Attention:	BBCMS Mortgage Trust 2022-C17, Commercial Mortgage Pass-Through 

Certificates, Series
2022-C17







In accordance with the requirements
for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated and effective as of September 1, 2022 (the “Pooling
and Servicing Agreement”), between Barclays Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association,
as Master Servicer, Argentic Services Company LP, as Special Servicer, KeyBank National Association, as Park West Village Special Servicer,
Computershare Trust Company, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and
Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


1.       The
undersigned is a Rating Agency hired by the Depositor to provide ratings on the Certificates; or


2.       The
undersigned is a nationally recognized statistical rating organization and either (x) has provided the Depositor with the appropriate
certifications under Exchange Act Rule 17g-5(e), had access to the Depositor’s 17g-5 website prior to the Closing Date, is
requesting access pursuant to the Agreement to certain information (the “Information”) on such 17g-5 website pursuant
to the provisions of the Agreement, and agrees that any confidentiality agreement applicable to the undersigned with respect to the information
obtained from the Depositor’s 17g-5 website prior to the Closing Date shall also be applicable to information obtained from the
17g-5 Information Provider’s Website (including without limitation, to any information received by the Depositor for posting on
the 17g-5 Information Provider’s Website), or (y) if the undersigned did not have access to the Depositor’s 17g-5 website
prior to the Closing Date, it hereby agrees that it shall be bound by the provisions of the confidentiality agreement attached hereto
as Annex A which shall be applicable to it with respect to any information obtained from the 17g-5 Information Provider’s
Website, including any information that is obtained from the section of the 17g-5 Information Provider’s Website that hosts the
Depositor’s 17g-5 website after the Closing Date.


The undersigned shall be
deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s Website
and the 17g-5 Information Provider’s Website.




    	 	Exhibit P-2-1	 



    


    


Capitalized terms used
but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto
by its duly authorized signatory, as of the date certified.


	 	By:	
	 		Name:
	 		Title:







    	 	Exhibit P-2-2	 



    


    


 


ANNEX A


CONFIDENTIALITY AGREEMENT


This Confidentiality Agreement (the “Confidentiality
Agreement”) is made in connection with Barclays Capital Inc. (together with its affiliates, the “Furnishing Entities”
and each a “Furnishing Entity”) furnishing certain financial, operational, structural and other information relating
to the issuance of the BBCMS Mortgage Trust 2022-C17, Commercial Mortgage Pass-Through Certificates, Series 2022-C17 (the “Certificates”)
pursuant to the Pooling and Servicing Agreement, dated and effective as of September 1, 2022 (the “Pooling and Servicing Agreement”),
between Barclays Commercial Mortgage Securities LLC, as Depositor (the “Depositor”), KeyBank National Association,
as Master Servicer, Argentic Services Company LP, as Special Servicer, KeyBank National Association, as Park West Village Special Servicer,
Computershare Trust Company, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and
Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer and the assets underlying or referenced by the
Certificates, including the identity of, and financial information with respect to borrowers, sponsors, guarantors, managers and lessees
with respect to such assets (together, the “Collateral”) to you (the “NRSRO”) through the website
of Computershare Trust Company, National Association, as 17g-5 Information Provider under the Pooling and Servicing Agreement, including
the section of the 17g-5 Information Provider’s Website that hosts the Depositor’s 17g-5 website after the Closing Date (as
defined in the Pooling and Servicing Agreement). Information provided by each Furnishing Entity is labeled as provided by the specific
Furnishing Entity.


		1.	Definition of Confidential Information. For purposes of this Confidentiality Agreement, the term “Confidential Information”
shall include the following information (irrespective of its source or form of communication, including information obtained by you through
access to this site) that may be furnished to you by or on behalf of a Furnishing Entity in connection with the issuance or monitoring
of a rating with respect to the Certificates: (x) all data, reports, interpretations, forecasts, records, agreements, legal documents
and other information (such information, the “Evaluation Material”) and (y)  any of the terms, conditions or other
facts with respect to the transactions contemplated by the Pooling and Servicing Agreement, including the status thereof; provided,
however, that the term Confidential Information shall not include information which:



		a.	was or becomes generally available to the public (including through filing with the Securities and Exchange
Commission or disclosure in an offering document) other than as a result of a disclosure by you or a NRSRO Representative (as defined
in Section 2(c)(i) below) in violation of this Confidentiality Agreement;



		b.	was or is lawfully obtained by you from a source other than a Furnishing Entity or its representatives
that (i) is reasonably believed by you to be under no obligation to maintain the information as confidential and (ii) provides
it to you without any obligation to maintain the information as confidential; or





    	 	Exhibit P-2-3	 



    


    


		c.	is independently developed by the NRSRO without reference to any Confidential Information.



		2.	Information to Be Held in Confidence.



		a.	You will use the Confidential Information solely for the purpose of determining or monitoring a credit
rating on the Certificates and, to the extent that any information used is derived from but does not reveal any Confidential Information,
for benchmarking, modeling or research purposes (the “Intended Purpose”).



		b.	You acknowledge that you are aware that the United States and state securities laws impose restrictions
on trading in securities when in possession of material, non-public information and that the NRSRO will advise (through policy manuals
or otherwise) each NRSRO Representative who is informed of the matters that are the subject of this Confidentiality Agreement to that
effect.



		c.	You will treat the Confidential Information as private and confidential. Subject to Section 4, without
the prior written consent of the applicable Furnishing Entity, you will not disclose to any person any Confidential Information, whether
such Confidential Information was furnished to you before, on or after the date of this Confidentiality Agreement. Notwithstanding the
foregoing, you may:



		i.	disclose the Confidential Information to any of the NRSRO’s affiliates, directors, officers, employees,
legal representatives, agents and advisors (each, a “NRSRO Representative”) who, in the reasonable judgment of the
NRSRO, need to know such Confidential Information in connection with the Intended Purpose; provided, that, prior to disclosure
of the Confidential Information to a NRSRO Representative, the NRSRO shall have taken reasonable precautions to ensure, and shall be satisfied,
that such NRSRO Representative will act in accordance with this Confidentiality Agreement;



		ii.	solely to the extent required for compliance with Rule 17g-5(a)(3) of the Act (17 C.F.R. 240.17g-5), post
the Confidential Information to the NRSRO’s password protected website; and



		iii.	use information derived from the Confidential Information in connection with an Intended Purpose, if such
derived information does not reveal any Confidential Information.



		3.	Disclosures Required by Law. If you or any NRSRO Representative is requested or required (orally
or in writing, by interrogatory, subpoena, civil investigatory demand, request for information or documents, deposition or similar process
relating to any legal proceeding, investigation, hearing or otherwise) to disclose any Confidential Information, you agree to provide
the relevant Furnishing Entity with notice as soon as practicable (except in the case of regulatory or other governmental inquiry, examination
or investigation, and otherwise to the extent practical and permitted by law, regulation or regulatory or other governmental authority)
that a request to disclose the Confidential





    	 	Exhibit P-2-4	 



    


    


Information has been made so that the
relevant Furnishing Entity may seek an appropriate protective order or other reasonable assurance that confidential treatment will be
accorded the Confidential Information if it so chooses. Unless otherwise required by a court or other governmental or regulatory authority
to do so, and provided that you been informed by written notice that the related Furnishing Entity is seeking a protective order or other
reasonable assurance for confidential treatment with respect to the requested Confidential Information, you agree not to disclose the
Confidential Information while the Furnishing Entity’s effort to obtain such a protective order or other reasonable assurance for
confidential treatment is pending. You agree to reasonably cooperate with each Furnishing Entity in its efforts to obtain a protective
order or other reasonable assurance that confidential treatment will be accorded to the portion of the Confidential Information that is
being disclosed, at the sole expense of such Furnishing Entity; provided, however, that in no event shall the NRSRO be required
to take a position that such information should be entitled to receive such a protective order or reasonable assurance as to confidential
treatment. If a Furnishing Entity succeeds in obtaining a protective order or other remedy, you agree to comply with its terms with respect
to the disclosure of the Confidential Information, at the sole expense of such Furnishing Entity. If a protective order or other remedy
is not obtained or if the relevant Furnishing Entity waives compliance with the provisions of this Confidentiality Agreement in writing,
you agree to furnish only such information as you are legally required to disclose, at the sole expense of the relevant Furnishing Entity.


		4.	Obligation to Return Evaluation Material. Promptly upon written request by or on behalf of the
relevant Furnishing Entity, all material or documents, including copies thereof, that contain Evaluation Material will be destroyed or,
in your sole discretion, returned to the relevant Furnishing Entity. Notwithstanding the foregoing, (a) the NRSRO may retain one
or more copies of any document or other material containing Evaluation Material to the extent necessary for legal or regulatory compliance
(or compliance with the NRSRO’s internal policies and procedures designed to ensure legal or regulatory compliance) and (b) the
NRSRO may retain any portion of the Evaluation Material that may be found in backup tapes or other archive or electronic media or other
documents prepared by the NRSRO and any Evaluation Material obtained in an oral communication; provided, that any Evaluation Material
so retained by the NRSRO will remain subject to this Confidentiality Agreement and the NRSRO will remain bound by the terms of this Confidentiality
Agreement.



		5.	Violations of this Confidentiality Agreement.



		a.	The NRSRO will be responsible for any breach of this Confidentiality Agreement by you, the NRSRO or any
NRSRO Representative.



		b.	You agree promptly to advise each relevant Furnishing Entity in writing of any misappropriation or unauthorized
disclosure or use by any person of the Confidential Information which may come to your attention and to take all steps reasonably requested
by such Furnishing Entity to limit, stop or otherwise remedy such misappropriation, or unauthorized disclosure or use.





    	 	Exhibit P-2-5	 



    


    


		c.	You acknowledge and agree that the Furnishing Entities would not have an adequate remedy at law and would
be irreparably harmed in the event that any of the provisions of this Confidentiality Agreement were not performed in accordance with
their specific terms or were otherwise breached. It is accordingly agreed that each Furnishing Entity shall be entitled to specific performance
and injunctive relief to prevent breaches of this Confidentiality Agreement and to specifically enforce the terms and provisions hereof,
in addition to any other remedy to which a Furnishing Entity may be entitled at law or in equity. It is further understood and agreed
that no failure to or delay in exercising any right, power or privilege hereunder shall preclude any other or further exercise of any
right, power or privilege.



		6.	Term. Notwithstanding the termination or cancellation of this Confidentiality Agreement and regardless
of whether the NRSRO has provided a credit rating on a Security, your obligations under this Confidentiality Agreement will survive indefinitely.



		7.	Governing Law. This Confidentiality Agreement and any claim, controversy or dispute arising under
the Confidentiality Agreement, the relationships of the parties and/or the interpretation and enforcement of the rights and duties of
the parties shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and
to be performed within such State.



		8.	Amendments. This Confidentiality Agreement may be modified or waived only by a separate writing
by the NRSRO and each Furnishing Entity.



		9.	Entire Agreement. This Confidentiality Agreement represents the entire agreement between you and
the Furnishing Entities relating to the treatment of Confidential Information heretofore or hereafter reviewed or inspected by you. This
agreement supersedes all other understandings and agreements between us relating to such matters; provided, however, that,
if the terms of this Confidentiality Agreement conflict with another agreement relating to the Confidential Information that specifically
states that the terms of such agreement shall supersede, modify or amend the terms of this Confidentiality Agreement, then to the extent
the terms of this Confidentiality Agreement conflict with such agreement, the terms of such agreement shall control notwithstanding acceptance
by you of the terms hereof by entry into this website.



		10.	Contact Information. Notices for each Furnishing Entity under this Confidentiality Agreement, shall
be directed as set forth below:



 


Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019


Attention: Daniel Vinson


 


with a copy to:


 


Barclays Capital Real Estate Inc.




    	 	Exhibit P-2-6	 



    


    


745 Seventh Avenue


New York, New York 10019


Attention: Lillian Tillman


 


 




    	 	Exhibit P-2-7	 



    


    


EXHIBIT P-3


ONLINE MARKET DATA PROVIDER CERTIFICATION


Computershare Trust Company, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) – BBCMS 2022-C17


		Attention:	BBCMS Mortgage Trust 2022-C17, Commercial Mortgage Pass-Through 

Certificates, Series
2022-C17



This Certification has been prepared for
provision of information to the market data providers listed in Paragraph 1 below pursuant to the direction of the Depositor. If you represent
a Market Data Provider not listed herein and would like access to the information, please contact CTSLink at 866-846-4526, or at ctslink.customerservice@wellsfargo.com.


In accordance with the
requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated and effective as of September 1,
2022 (the “Pooling and Servicing Agreement”), between Barclays Commercial Mortgage Securities LLC, as Depositor, KeyBank
National Association, as Master Servicer, Argentic Services Company LP, as Special Servicer, KeyBank National Association, as Park West
Village Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the
above-referenced certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


		1.	The undersigned is an employee or agent of Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc., Interactive
Data Corp., Markit Group Limited, BlackRock Financial Management, Inc., CMBS.com, Inc., Moody’s Analytics, MBS Data, LLC, RealInsight,
KBRA Analytics, LLC, Thomson Reuters Corporation, DealView Technologies Ltd. or CRED iQ, a market data provider that has been given access
to the Statements to Certificateholders, CREFC® Reports and supplemental notices on www.ctslink.com (“CTSLink”)
by request of the Depositor.



		2.	The undersigned agrees that each time it accesses CTSLink, the undersigned is deemed to have recertified
that the representation above remains true and correct.



		3.	The undersigned acknowledges and agrees that the provision to it of information and/or reports on CTSLink
is for its own use only, and agrees that it will not disseminate or otherwise make such information available to any other person without
the written consent of the Depositor.



		4.	The undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself
or any of its Representatives and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the
Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Trust Fund for any loss,





    	 	Exhibit P-3-1	 



    


    


liability or expense incurred thereby
with respect to any such breach by the undersigned or any of its Representatives.


		5.	Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the
Pooling and Servicing Agreement.



 


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto
by its duly authorized signatory, as of the date certified.


	 	 	 
	 	 	 
	 	By:	
	 		Title:
	 	 	Company:
	 	 	Phone:







    	 	Exhibit P-3-2	 



    


    


EXHIBIT Q


CUSTODIAN CERTIFICATION/EXCEPTION REPORT


[DATE]


To the Persons Listed on the attached Schedule A


		Re:	BBCMS
                                            Mortgage Trust 2022-C17, Commercial Mortgage Pass-Through 

                                            Certificates, Series 2022-C17



Ladies and Gentlemen:


In
accordance with Section 2.02 of the Pooling and Servicing Agreement, dated and effective as of September 1, 2022 (the “Pooling
and Servicing Agreement”), between Barclays Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association,
as Master Servicer, Argentic Services Company LP, as Special Servicer, KeyBank National Association, as Park West Village Special Servicer,
Computershare Trust Company, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and
Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, the undersigned,
as Custodian, hereby certifies that, except as noted on the attached Custodial Exception Report, as to each Mortgage Loan and Trust Subordinate
Companion Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan or Trust
Subordinate Companion Loan paid in full or for which a Liquidation Event has occurred) the Custodian has, subject to Section 2.02(c) of
the Pooling and Servicing Agreement, reviewed the documents delivered to it pursuant to Section 2.01 of the Pooling and Servicing Agreement
and has determined that (i) subject to the final proviso of the definition of “Mortgage File”, all documents specified
in clauses (i) through (v), (viii), (ix), (xi), (xii) and (xiii) (or with respect to clause (xii), a copy of such letter of credit and
the required officer’s certificate), if any, of the definition of “Mortgage File”, as applicable, are in its possession,
(ii) the foregoing documents delivered or caused to be delivered by the Mortgage Loan Seller have been reviewed by it or by a Custodian
on its behalf and appear regular on their face and appear to be executed and to relate to such Mortgage Loan or
Trust Subordinate Companion Loan and (iii) based on such examination and only as to the foregoing documents, the information set
forth in the Mortgage Loan Schedule with respect to the items specified in clauses (iv), (vi) and (viii)(c) in the definition of “Mortgage
Loan Schedule” is correct.


Capitalized words and phrases
used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing Agreement.


 




    	 	Exhibit Q-1	 



    


    





	 	 
	 	 
	 	COMPUTERSHARE TRUST COMPANY, 
	 	 	NATIONAL ASSOCIATION, 

as Custodian
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:








    	 	Exhibit Q-2	 



    


    


SCHEDULE A


 


	Barclays Commercial Mortgage Securities
    LLC

    745 Seventh Avenue

    New York, New York 10019

    Attention: Daniel Vinson

     

    with a copy to:

     

    Barclays Capital Real Estate Inc.

    745 Seventh Avenue

    New York, New York 10019

    Attention: Lillian Tillman

     
	KeyBank National Association

    11501 Outlook Street, Suite 300

    Overland Park, Kansas 66211

    Attention: Michael Tilden

    Email: Michael_a_tilden@keybank.com
	Kroll Bond Rating Agency, LLC

    805 Third Avenue, 29th Floor

    New York, New York 10022

    Attention: CMBS Surveillance

    Email: cmbs.surveillance@kbra.com

     
	Argentic
    Services Company LP

    500
    North Central Expressway, Suite 261

    Plano,
    Texas 75074

    Attention: Andrew Hundertmark

    Email: ahundertmark@argenticservices.com

	Fitch Ratings, Inc.

    300 West 57th Street

    New York, New York 10019

    Attention: Commercial Mortgage Surveillance 

Group

    Facsimile No.:  (212) 635-0295

    E-mail:  info.cmbs@fitchratings.com	Computershare Trust Company, National 

Association

    9062 Old Annapolis Road

    Columbia, Maryland  21045-1951

    Attention:  Corporate Trust Services (CMBS)

    BBCMS Mortgage Trust 2022-C17

    Telecopy Number:  (410) 715 2380

    E-Mail: 

cts.cmbs.bond.admin@wellsfargo.com
	 	 
	Moody’s Investors Service, Inc. 

    7 World Trade Center

    250 Greenwich Street

    New York, New York 10041

    Attention: Commercial Mortgage Surveillance 

Group

    E-mail: CMBSSurveillance@moodys.com	Wilmington Trust, National Association

    1100 North Market Street

    Wilmington, Delaware 19890

    Attention:  CMBS Trustee BBCMS 2022-

C17

    Telecopy number:  (302) 636-4140

    Email:  CMBSTrustee@wilmingtontrust.com
	 	 
	
    Pentalpha Surveillance LLC

    501 John James Audubon Parkway, Suite 401

    Amherst, New York 14228

    Attention: BBCMS 2022-C17 Transaction 

Manager

    With a copy sent via email to: 

notices@pentalphasurveillance.com (with 
	
    KeyBank National Association

    11501 Outlook Street, Suite 300

    Overland Park, Kansas 66211

    Attention: Alan Williams

    Email: keybank_notices@keybank.com

     








    	 	Exhibit Q-3	 



    


    

 


	 	

	BBCMS 2022-C17 in the subject line)	 
	 	[DIRECTING
                                            CERTIFICATEHOLDER NOTICE ADDRESS]


 


[APPLICABLE MORTGAGE LOAN SELLER’S
NOTICE ADDRESS]






    	 	Exhibit Q-4	 



    


    


EXHIBIT R-1


FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR MASTER SERVICER


RECORDING REQUESTED BY:


 


KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael Tilden

Email: Michael_a_tilden@keybank.com


 


 






SPACE ABOVE THIS LINE FOR RECORDER’S USE


 


LIMITED POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that Wilmington Trust, National Association,
a national banking association, incorporated and existing under the laws of the United States, having its usual place of business at 1100
North Market Street, Wilmington, Delaware 19890, as trustee (the “Trustee”), pursuant to that Pooling and Servicing
Agreement, dated and effective as of September 1, 2022 (the “Agreement”), between Barclays Commercial Mortgage Securities
LLC, as the depositor, KeyBank National Association, as master servicer (the “Master Servicer”), Argentic Services
Company LP, as special servicer, KeyBank National Association, as Park West Village special servicer, Computershare Trust Company, National
Association, as certificate administrator, the Trustee, as trustee, and Pentalpha Surveillance LLC, as operating advisor and as asset
representations reviewer, hereby constitutes and appoints the Master Servicer, by and through the Master Servicer’s officers, the
Trustee’s true and lawful Attorney-in-Fact, in the Trustee’s name, place and stead and for the Trustee’s benefit, in
connection with all mortgage loans (the “Mortgage Loans”) serviced by the Master Servicer and all properties (“Mortgaged
Properties”) administered by the Master Servicer pursuant to the Agreement, to execute and acknowledge in writing or by facsimile
stamp all documents customarily and reasonably necessary and appropriate to effectuate the enumerated transactions described in items
1 through 12 below with respect to the Mortgage Loans and Mortgaged Properties; provided, however, that the documents described
below may only be executed and delivered by such Attorneys-in-Fact if such documents are required or permitted under the Agreement. Capitalized
terms used herein and not otherwise defined herein have the meanings set forth in the Agreement.


 


		1.	The endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments made payable to the Trustee and
draw upon, replace, substitute, release or amend letters of credit standing as collateral securing any Mortgage Loan.







		2.	The modification or re-recording of a Mortgage or deed of trust, where said modification or re-recording is solely for the purpose
of correcting the Mortgage or deed of trust to conform



 




    	 	Exhibit R-1-1	 



    


    


same to the original intent of the parties thereto or to correct
title errors discovered after such title insurance was issued; provided that said modification or re-recording, in either instance, (i)
does not adversely affect the lien of the Mortgage or deed of trust as insured and (ii) otherwise conforms to the provisions of the Agreement.






		3.	The subordination of the lien of a Mortgage or deed of trust to an easement in favor of a public utility company or a government agency
or unit with powers of eminent domain; this section shall include, without limitation, the execution of partial satisfactions/releases,
partial reconveyances or the execution or requests to trustees to accomplish same.







		4.	The conveyance of the properties to the mortgage insurer, or the closing of the title to the property to be acquired as real estate
owned, or conveyance of title to real estate owned.







		5.	The completion of loan assumption agreements and transfers of interest in borrower entities.







		6.	The full satisfaction/release of a Mortgage or deed of trust or full conveyance upon payment and discharge of all sums secured thereby,
including, without limitation, cancellation of the related Mortgage Note.







		7.	The assignment of any Mortgage or deed of trust and the related Mortgage Note, in connection with the sale or repurchase of the Mortgage
Loan secured and evidenced thereby.







		8.	The full assignment of a Mortgage or deed of trust upon payment and discharge of all sums secured thereby in conjunction with the
refinancing thereof, including, without limitation, the assignment of the related Mortgage Note.







		9.	The full enforcement of and preservation of the Trustee’s interests in the Mortgage Notes, Mortgages or deeds of trust, and
in the proceeds thereof, by way of, including but not limited to, taking title to any Mortgaged Property on behalf of the Trust, foreclosure,
the taking of a deed in lieu of foreclosure, or the completion of judicial or non-judicial foreclosure or the termination, cancellation
or rescission of any such foreclosure, the initiation, prosecution and completion of eviction actions or proceedings with respect to,
and/or any related litigation, including without limitation, guaranty or receivership litigation, or litigation on the note, or the termination,
cancellation or rescission of any such eviction actions or proceedings, and the pursuit of title insurance, hazard insurance and claims
in bankruptcy proceedings, the initiation or defense of any litigation related to the ownership of any REO Property, including, without
limitation, any and all of the following acts:







		a.	the substitution of trustee(s) serving under a deed of trust, in accordance with state law and the deed of trust;







		b.	the preparation and issuance of statements of breach or non-performance;







		c.	the preparation and filing of notices of default and/or notices of sale;









    	 	Exhibit R-1-2	 



    


    


		d.	the cancellation/rescission of notices of default and/or notices of sale;







		e.	the taking of deed in lieu of foreclosure;







		f.	the filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in bankruptcy cases affecting Mortgage Notes,
Mortgages or deeds of trust;







		g.	the preparation and service of notices to quit and all other documents necessary to initiate, prosecute and complete eviction actions
or proceedings;







		h.	the tendering, filing, prosecution and defense, as applicable, of hazard insurance and title insurance claims, including but not limited
to appearing on behalf of the Trustee in quiet title actions;







		i.	the creation of a wholly-owned entity of the Trust for purposes of holding foreclosed property; and







		j.	the preparation and execution of such other documents and performance of such other actions as may be necessary under the terms of
the Mortgage, deed of trust or state law to expeditiously complete said transactions in paragraphs 9.a. through 9.h. above.



 


		10.	With respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure, including, without limitation,
the execution of the following documentation:







		a.	listing agreements;







		b.	purchase and sale agreements;







		c.	grant/warranty/quit claim deeds or any other deed causing the transfer of title of the property to a party contracted to purchase
same;







		d.	escrow instructions; and







		e.	any and all documents necessary to effect the transfer of property.







		11.	Execute and/or file such documents and take such other action as is proper and necessary to defend the Trustee, solely in its capacity
as Trustee, in litigation and to resolve such litigation, provided that such resolution shall not include any admission of fault or wrongdoing
by the Trustee or, without the Trustee’s consent, subject the Trustee to any form of injunctive relief.







		12.	The modification or amendment of escrow agreements established for repairs to the Mortgaged Property or reserves for replacement of
personal property.







		13.	The execution and delivery of the following:









    	 	Exhibit R-1-3	 



    


    


		a.	any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created
by the Mortgage, deed of trust or other security document in the related Mortgage File or the related Mortgaged Property and other related
collateral;



 


		b.	any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, or of partial or full defeasance,
and all other comparable instruments;



 


		c.	any and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents to transfers of interests in borrowers,
consents to any subordinate financings to be secured by any related Mortgaged Property, consents to any mezzanine financing to be secured
by the ownership interests in a borrower, consents to and monitoring of the application of any proceeds of insurance policies or condemnation
awards to the restoration of the related Mortgaged Property, REO Property or otherwise, documents relating to the management, operation,
maintenance, repair, leasing and marketing of the related Mortgaged Properties or REO Properties (including agreements and requests by
any borrower with respect to modifications of the standards of operation and management of such Mortgaged Properties or the replacement
of asset managers), documents exercising any or all of the rights, powers and privileges granted or provided to the holder of any Mortgage
Loan under the related loan documents, lease subordination agreements, non-disturbance and attornment agreements or other leasing or rental
arrangements, managing agreements, any easements, covenants, conditions, restrictions, equitable servitudes, or land use or zoning requirements
with respect to the Mortgaged Properties or REO Properties, instruments relating to the custody of any collateral that now secures or
hereafter may secure any Mortgage Loan and any other consents; and



 


		d.	any and all documents, instruments and certifications as are reasonably necessary to complete or accomplish the Master Servicer’s
duties and responsibilities under the Agreement.



 


The undersigned gives said Attorney-in-Fact full power and authority to
execute such instruments and to do and perform all and every act and thing necessary and proper to carry into effect the power or powers
granted by or under this Limited Power of Attorney as fully as the undersigned might or could do, and hereby does ratify and confirm to
all that said Attorney-in-Fact shall be effective as of the date set forth below.


 


This appointment is to be construed and interpreted as a limited power
of attorney. The enumeration of specific items, rights, acts or powers herein is not intended to, nor does it give rise to, and it is
not to be construed as a general power of attorney.


 


Solely to the extent that the Master Servicer has the power to delegate
its rights or obligations under the Agreement, the Master Servicer also has the power to delegate the authority given to it by Wilmington
Trust, National Association, as Trustee, under this Limited Power of Attorney, for purposes of performing its obligations and duties by
executing such additional powers of




    	 	Exhibit R-1-4	 



    


    


attorney in favor of its attorneys-in-fact as are necessary for such purpose.
The Master Servicer’s attorneys-in-fact shall have no greater authority than that held by the Master Servicer.


 


Nothing contained herein shall: (i) limit in any manner any indemnification
provided to the Trustee under the Agreement, (ii) limit in any manner the rights and protections afforded the Trustee under the Agreement,
or (iii) be construed to grant the Master Servicer the power to initiate or defend any suit, litigation or proceeding in the name of Wilmington
Trust, National Association except as specifically provided for herein or in the Agreement. If the Master Servicer receives any notice
of suit, litigation or proceeding in the name of Wilmington Trust, National Association, then the Master Servicer shall promptly forward
a copy of same to the Trustee.


 


This limited power of attorney is not intended to extend or limit the powers
granted to the Master Servicer under the Agreement or to allow the Master Servicer to take any action with respect to Mortgages, deeds
of trust or Mortgage Notes not authorized by the Agreement.


 


The Master Servicer hereby agrees to indemnify and hold the Trustee and
its directors, officers, employees and agents harmless from and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by reason or result of the negligent
use, or negligent or willful misuse, of this Limited Power of Attorney by the Master Servicer. The foregoing indemnity shall survive the
termination of this Limited Power of Attorney and the Agreement or the earlier resignation or removal of the Trustee under the Agreement.


 


This Limited Power of Attorney is entered into and shall be governed by
the laws of the State of New York, without regard to conflicts of law principles of such state.


 


Third parties without actual notice may rely upon the exercise of the power
granted under this Limited Power of Attorney; and may be satisfied that this Limited Power of Attorney shall continue in full force and
effect and has not been revoked unless an instrument of revocation has been made in writing by the undersigned.


 


IN WITNESS WHEREOF, Wilmington Trust, National Association, as Trustee
for BBCMS Mortgage Trust 2022-C17, Commercial Mortgage Pass-Through Certificates, Series 2022-C17, has caused its corporate seal to be
hereto affixed and these presents to be signed and acknowledged in its name and behalf by a duly elected and authorized signatory this
___________ day of ____________.


	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	WILMINGTON TRUST, NATIONAL
    ASSOCIATION, 

    as Trustee for BBCMS Mortgage Trust 

    2022-C17	 
	 	 	 	
	 		 	 
			 	 
	 	By:	 	 
	 	 	Name:	 



 



    	 	Exhibit R-1-5	 



    


    




 


	 	 	Title:	 
	 	 	 	 
	 	 	 	 
	 	Prepared by:	 
	 	 	 	 
	 	 	 
	 	 	Name:	 
	 	 	 	 
	Witness:	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	Witness:	 	 	 
	 	 	 	 
	 	 	 	 



 






    	 	Exhibit R-1-6	 



    


    


State
of Delaware}


County of ____}


 


On _______________________, before me, ______________________________Notary
Public, personally appeared ___________________________, who proved to me on the basis of


satisfactory evidence to be the person whose name is subscribed to the
within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on
the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.


 


I certify under PENALTY OF
PERJURY under the laws of the State of Delaware that the foregoing paragraph is true and correct.


Witness my hand and official
seal.


		 	 
		 	Notary Public
		 	
	[SEAL]	 	 	 
	 	 	 	 
	My commission expires:	 	 	 
				
	 	 	 	 
	 	 	 	 







    	 	Exhibit R-1-7	 



    


    


EXHIBIT R-2


FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR [PARK WEST VILLAGE] SPECIAL SERVICER


RECORDING REQUESTED BY:


 


[Argentic Services Company LP


500 North Central Expressway, Suite 261


Plano, Texas 75074


Attention: Andrew Hundertmark


Email: ahundertmark@argenticservices.com]


 


[KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Alan Williams

Email: keybank_notices@keybank.com]





 






SPACE ABOVE THIS LINE FOR RECORDER’S USE


 


LIMITED POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that Wilmington Trust, National Association,
a national banking association, incorporated and existing under the laws of the United States, having its usual place of business at 1100
North Market Street, Wilmington, Delaware 19890 as trustee (the “Trustee”) pursuant to that Pooling and Servicing Agreement
dated September 1, 2022 (the “Agreement”), between Barclays Commercial Mortgage Securities LLC, as the depositor, KeyBank
National Association, as master servicer, Argentic Services Company LP, as special servicer [(the “Special Servicer”)],
KeyBank National Association, as Park West Village Special Servicer[ (in such capacity, the “Special Servicer”)], Computershare
Trust Company, National Association, as certificate administrator, Pentalpha Surveillance LLC, as operating advisor and as asset representations
reviewer, and the Trustee, relating to the BBCMS Mortgage Trust 2022-C17, Commercial Mortgage Pass-Through Certificates, Series 2022-C17,
hereby constitutes and appoints the Special Servicer, by and through the Special Servicer’s officers, the Trustee’s true and
lawful Attorney-in-Fact, in the Trustee’s name, place and stead and for the Trustee’s benefit, in connection with all mortgage
loans (the “Mortgage Loans”) serviced by the Special Servicer and all properties (“REO Properties”)
administered by the Special Servicer pursuant to the Agreement, to execute and acknowledge in writing or by facsimile stamp all documents
customarily and reasonably necessary and appropriate to effectuate the enumerated transactions described in items 1 through 12 below with
respect to the Mortgage Loans and REO Properties; provided however, that the documents described below may only be executed and delivered
by such Attorneys-in-Fact if such documents are required or permitted under the Agreement. Capitalized terms used herein and not otherwise
defined herein have the meanings set forth in the Agreement.


 




    	 	Exhibit R-2-1	 



    


    


		1.	The endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments made payable to the Trustee and
draw upon, replace, substitute, release or amend letters of credit standing as collateral securing any Mortgage Loan.







		2.	The modification or re-recording of a Mortgage or deed of trust, where said modification or re-recording is solely for the purpose
of correcting the Mortgage or deed of trust to conform same to the original intent of the parties thereto or to correct title errors discovered
after such title insurance was issued; provided that (i) said modification or re-recording, in either instance, does not adversely affect
the lien of the Mortgage or deed of trust as insured and (ii) otherwise conforms to the provisions of the Agreement.







		3.	The subordination of the lien of a Mortgage or deed of trust to an easement in favor of a public utility company of a government agency
or unit with powers of eminent domain; this section shall include, without limitation, the execution of partial satisfactions/releases,
partial reconveyances or the execution or requests to trustees to accomplish same.



 


		4.	The conveyance of the properties to the mortgage insurer, or the closing of the title to the property to be acquired as real estate
owned, or conveyance of title to real estate owned.



 


		5.	The completion of loan assumption agreements.



 


		6.	The full satisfaction/release of a Mortgage or deed of trust or full conveyance upon payment and discharge of all sums secured thereby,
including, without limitation, cancellation of the related Mortgage Note.



 


		7.	The assignment of any Mortgage or deed of trust and the related Mortgage Note, in connection with the repurchase of the mortgage loan
secured and evidenced thereby.



 


		8.	The full assignment of a Mortgage or deed of trust upon payment and discharge of all sums secured thereby in conjunction with the
refinancing thereof, including, without limitation, the assignment of the related Mortgage Note.



 


		9.	The full enforcement of and preservation of the Trustee’s interests in the Mortgage Notes, Mortgages or deeds of trust, and
in the proceeds thereof, by way of, including but not limited to, foreclosure, the taking of a deed in lieu of foreclosure, or the completion
of judicial or non-judicial foreclosure or the termination, cancellation or rescission of any such foreclosure, the initiation, prosecution
and completion of eviction actions or proceedings with respect to, or the termination, cancellation or rescission of any such eviction
actions or proceedings, and the pursuit of title insurance, hazard insurance and claims in bankruptcy proceedings, including, without
limitation, any and all of the following acts:



 


		a.	the substitution of trustee(s) serving under a deed of trust, in accordance with state law and the deed of trust;







		b.	the preparation and issuance of statements of breach or non-performance;









    	 	Exhibit R-2-2	 



    


    


		c.	the preparation and filing of notices of default and/or notices of sale;







		d.	the cancellation/rescission of notices of default and/or notices of sale;



 


		e.	the taking of deed in lieu of foreclosure;







		f.	the filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in bankruptcy cases affecting Mortgage Notes,
Mortgages or deeds of trust;







		g.	the preparation and service of notices to quit and all other documents necessary to initiate, prosecute and complete eviction actions
or proceedings;







		h.	the tendering, filing, prosecution and defense, as applicable, of hazard insurance and title insurance claims, including but not limited
to appearing on behalf of the Trustee in quiet title actions;







		i.	the preparation and execution of such other documents and performance of such other actions as may be necessary under the terms of
the Mortgage, deed of trust or state law to expeditiously complete said transactions in paragraphs 9.a. through 9.h. above; and



 


		j.	the creation of a wholly-owned entity of the Trust for purposes of holding foreclosed property.



 


		10.	With respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure, including, without limitation,
the execution of the following documentation:







a.      
listing agreements;






b.     
purchase and sale agreements;






c.      
grant/warranty/quit claim deeds or any other deed causing the transfer of title of


the property to a party contracted to purchase same;






d.     
escrow instructions; and






e.      
any and all documents necessary to effect the transfer of property.


 


		11.	The modification or amendment of escrow agreements established for repairs to the mortgaged property or reserves for replacement of
personal property.



 


		12.	Execute and/or file such documents and take such other action as is proper and necessary to defend the Trustee, solely in its capacity
as Trustee, in litigation and to resolve such litigation, provided that such resolution shall not include any admission of fault or wrongdoing
by the Trustee or, without the Trustee’s consent, subject the Trustee to any form of injunctive relief.





    	 	Exhibit R-2-3	 



    


    


 


		13.	The execution and delivery of the following:



 


		a.	any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created
by the Mortgage, deed of trust or other security document in the related Mortgage File or the related Mortgaged Property and other related
collateral;



 


		b.	any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, or of partial or full defeasance,
and all other comparable instruments; and



 


		c.	any and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents to transfers of interests in borrowers,
consents to any subordinate financings to be secured by any related Mortgaged Property, consents to any mezzanine financing to be secured
by the ownership interests in a borrower, consents to and monitoring of the application of any proceeds of insurance policies or condemnation
awards to the restoration of the related Mortgaged Property, REO Property or otherwise, documents relating to the management, operation,
maintenance, repair, leasing and marketing of the related Mortgaged Properties (including agreements and requests by any borrower with
respect to modifications of the standards of operation and management of such Mortgaged Properties or the replacement of asset managers)
or REO Properties, documents exercising any or all of the rights, powers and privileges granted or provided to the holder of any Mortgage
Loan under the related loan documents, lease subordination agreements, non-disturbance and attornment agreements or other leasing or rental
arrangements, any easements, covenants, conditions, restrictions, equitable servitudes, or land use or zoning requirements with respect
to the Mortgaged Properties or REO Properties, instruments relating to the custody of any collateral that now secures or hereafter may
secure any Mortgage Loan and any other consents.



 


The undersigned gives said Attorney-in-Fact full power and authority to
execute such instruments and to do and perform all and every act and thing necessary and proper to carry into effect the power or powers
granted by or under this Limited Power of Attorney as fully as the undersigned might or could do, and hereby does ratify and confirm to
all that said Attorney-in-Fact shall be effective as of the date set forth below.


 


This appointment is to be construed and interpreted as a limited power
of attorney. The enumeration of specific items, rights, acts or powers herein is not intended to, nor does it give rise to, and it is
not to be construed as a general power of attorney.


 


Solely to the extent that the Special Servicer has the power to delegate
its rights or obligations under the Agreement, the Special Servicer also has the power to delegate the authority given to it by Wilmington
Trust, National Association, as Trustee, under this Limited Power of Attorney, for purposes of performing its obligations and duties by
executing such additional powers of attorney in favor of its attorneys-in-fact as are necessary for such purpose. The Special Servicer’s
attorneys-in-fact shall have no greater authority than that held by the Special Servicer.




    	 	Exhibit R-2-4	 



    


    


 


Nothing contained herein shall: (i) limit in any manner any indemnification
provided to the Trustee under the Agreement, (ii) limit in any manner the rights and protections afforded the Trustee under the Agreement,
or (iii) be construed to grant the Special Servicer the power to initiate or defend any suit, litigation or proceeding in the name of
Wilmington Trust, National Association except as specifically provided for herein. If the Special Servicer receives any notice of suit,
litigation or proceeding in the name of Wilmington Trust, National Association, then the Special Servicer shall promptly forward a copy
of same to the Trustee.


 


This limited power of attorney is not intended to extend the powers granted
to the Special Servicer under the Agreement or to allow the Special Servicer to take any action with respect to Mortgages, deeds of trust
or Mortgage Notes not authorized by the Agreement.


 


The Special Servicer hereby agrees to indemnify and hold the Trustee and
its directors, officers, employees and agents harmless from and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by reason or result of the negligent
use, or negligent or willful misuse, of this Limited Power of Attorney by the Special Servicer. The foregoing indemnity shall survive
the termination of this Limited Power of Attorney and the Agreement or the earlier resignation or removal of the Trustee under the Agreement.


 


This Limited Power of Attorney is entered into and shall be governed by
the laws of the State of New York, without regard to conflicts of law principles of such state.


 


Third parties without actual notice may rely upon the exercise of the power
granted under this Limited Power of Attorney; and may be satisfied that this Limited Power of Attorney shall continue in full force and
effect and has not been revoked unless an instrument of revocation has been made in writing by the undersigned.


 


IN WITNESS WHEREOF, Wilmington Trust, National Association, as Trustee
for BBCMS Mortgage Trust 2022-C17, has caused its corporate seal to be hereto affixed and these presents to be signed and acknowledged
in its name and behalf by a duly elected and authorized signatory this ___________ day of ____________.


	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	WILMINGTON TRUST, NATIONAL
    ASSOCIATION, 

    as Trustee for BBCMS Mortgage Trust 

    2022-C17	 
	 	 	 	
	 		 	 
			 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	 	 	 
	 	Prepared by:	 
	 	 	 	 
	 	 	 
	 	 	Name:	 
	 	 	 	 







    	 	Exhibit R-2-5	 



    


    

 


	Witness:	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	Witness:	 	 	 
	 	 	 	 
	 	 	 	 


 






    	 	Exhibit R-2-6	 



    


    


 


State of Delaware}


County of ____}


 


On _______________________, before me, ______________________________Notary
Public, personally appeared ___________________________, who proved to me on the basis of


satisfactory evidence to be the person whose name is subscribed to the
within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on
the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.


 


I certify under PENALTY OF
PERJURY under the laws of the State of Delaware that the foregoing paragraph is true and correct.


Witness my hand and official
seal.


		 	 
		 	Notary Public
		 	
	[SEAL]	 	 	 
	 	 	 	 
	My commission expires:	 	 	 
				
	 	 	 	 
	 	 	 	 


 







    	 	Exhibit R-2-7	 



    


    


EXHIBIT S


INITIAL SERVICED COMPANION NOTEHOLDERS






	Loan	Companion
    Holder
	Park West
    Village	Note A-2, Note A-3, Note A-4,
    Note A-5, Note A-6, Note A-7, Note A-8, Note A-9, Note A-10 and Note B-B

    Bank of Montreal

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, New York 10036

    Attention: Michael Birajiclian and David Schell

    Email: Michael.Birajiclian@bmo.com and David.Schell@bmo.com

    with a copy to:

    Bank of Montreal

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, New York 10036

    Attention: Legal Department

    Email: BMOCMBSNotices@bmo.com

    Citi Real Estate Funding Inc.

    388 Greenwich Street, 6th Floor

    New York, New York 10013

    Attention: Richard Simpson

    Facsimile number: (646) 328-2943

    with an electronic copy emailed
    to: richard.simpson@citi.com

    with copies to:

    Citi Real Estate Funding Inc.

    390 Greenwich Street, 5th Floor

    New York, New York 10013

    Attention: Raul Orozco

    Facsimile number: (347) 394-0898

    with an electronic copy emailed
    to: raul.d.orozco@citi.com

    and

    Citi Real Estate Funding Inc.

388 Greenwich Street, 17th Floor

New York, New York 10013





    	 	Exhibit S-1	 



    


    


 


	 	Attention:
                                            Ryan M. O’Connor

                                            Facsimile number: (646) 862-8988


with an electronic copy emailed to:
ryan.m.oconnor@citi.com


Starwood Mortgage Capital LLC

2340 Collins Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Leslie K. Fairbanks

Email: lfairbanks@starwood.com and jbeard@starwood.com


with a copy to:


Starwood Property Trust, Inc.

2340 Collins Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Heather Bennett

Email: hbennett@starwood.com and lnr.cmbs.notices@lnrproperty.com


Park West Village Grand Avenue Partners,
LLC

c/o Oaktree Capital Management, L.P.

333 S. Grand Avenue, 28th Floor

Los Angeles, CA 90071

Attention: Bryan Sather

email: bsather@oaktreecapital.com


with electronic copies to the following
email addresses:


gmonzon@bellwetheram.com, bbocks@bellwetheram.com,


bsather@oaktreecapital.com


	A&R
    Hospitality Portfolio	Note A-2 and Note A-3(B)

    Goldman Sachs Bank USA

    200 West Street

    New York, New York 10282

    Attention: Leah Nivison

    Email: leah.nivison@gs.com and gs-refgsecuritization@gs.com

    with a copy to:

    

    Goldman Sachs Bank USA

    200 West Street

    New York, New York 10282

    Attention: Structured Finance Legal (REFG)

    Email: gs-refglegal@gs.com

    and:








    	 	Exhibit S-2	 



    


    

 


	 	Cadwalader,
                                            Wickersham and Taft LLP


200 Liberty Street


New York, New York 10281


Attention: Bonnie Neuman


E-mail: bonnie.neuman@cwt.com


Bank of Montreal


c/o BMO Capital Markets Corp.


151 West 42nd Street


New York, New York 10036


Attention: Richard Bianchi


E-mail: Richard.Bianchi@bmo.com


 


with a copy to:


Bank of Montreal


c/o BMO Capital Markets Corp.


151 West 42nd Street


New York, New York 10036


Attention: Legal Department


E-mail: BMOCMBSNotices@bmo.com


	Hamilton
    Portfolio	Note
                                            A-2 and Note A-4

    BSPRT Finance Sub-Lender I, LLC

    1345 Avenue of the Americas, Suite 32A

    New York, New York 10105

    Attention: Micah Goodman

	Autokiniton
    Industrial Portfolio	Note
                                            A-2

    Barclays Capital Real Estate
    Inc.

    745 Seventh Avenue

    New York, New York 10019

    Attention: Daniel Vinson, Managing Director

    Email: daniel.vinson@barclays.com

    with a copy to:

    Barclays Capital Real Estate
    Inc.

    745 Seventh Avenue

    New York, New York 10019

    Attention: Lillian Tillman, Legal Department

	Saks Fulfillment Center	Note A-1, Note A-3 and
    Note A-4

    Bank of Montreal
 




 






    	 	Exhibit S-3	 



    


    

 


	 	c/o
                                            BMO Capital Markets Corp

                                            151 West 42nd Street

                                            New York, New York 10036

                                            Attention: Michael Birajiclian

                                            Email: Michael.Birajiclian@bmo.com


with a copy to:


Bank of Montreal

c/o BMO Capital Markets Corp.

151 West 42nd Street

New York, New York 10036

Attention: Legal Department

Email: BMOCMBSNotices@bmo.com

	Crossgates
    Commons	Note A-2 and Note A-4

    SPREF WH IV LLC

    31 West 27th Street, 12th Floor

    New York, New York 10001

    Attention: Michael Schulte

    with a copy to:

    Dechert LLP

    300 South Tryon Street, Suite 800

    Charlotte, North Carolina 28202

    Attention: Stewart McQueen

	3455
    Veterans Memorial Highway	Note A-2

    Bank of Montreal

    c/o BMO Capital Markets Corp

    151 West 42nd Street

    New York, New York 10036

    Attention: Michael Birajiclian

    Email: Michael.Birajiclian@bmo.com

    with a copy to:

    Bank of Montreal

    c/o BMO Capital Markets Corp.

    151 West 42nd Street

    New York, New York 10036

    Attention: Legal Department

    Email: BMOCMBSNotices@bmo.com



 




    	 	Exhibit S-4	 



    


    


EXHIBIT T


FORM OF NOTICE RELATING TO THE NON-SERVICED
MORTGAGE LOANS


[Date]


 


[FOR THE 3075 OLCOTT Mortgage Loan,
the Yorkshire & Lexington Towers Mortgage Loan, The kb pORTFOLIO Mortgage Loan, the 39 bROADWAY Mortgage Loan AND THE SHOPPES AT EAGLE
POINT MORTGAGE LOAN:


 


Midland Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Fax Number: (888) 706-3565


with a copy to:


Stinson LLP

1201 Walnut Street

Suite 2900

Kansas City, Missouri 64106 2150

Attention: Kenda K. Tomes

Email: kenda.tomes@stinson.com

Fax Number: (816)-412-9338]


[FOR THE Bell
Works Mortgage Loan:


 


KeyBank National Association


11501 Outlook Street, Suite 300

Overland Park, Kansas 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

Attention: Kraig Kohring

Email: kkohring@polsinelli.com]


VIA EMAIL


		Re:	BBCMS
                                            Mortgage Trust 2022-C17, Commercial Mortgage Pass-Through 

                                            Certificates, Series 2022-C17



 




    	 	Exhibit T-1	 



    


    


Ladies and Gentlemen:


As you know, [Midland Loan
Services, a Division of PNC Bank, National Association] [KeyBank National Association] acts as the master servicer (the “Lead
Master Servicer”) for the whole loan secured by the mortgaged propert[y][ies] identified as [3075 Olcott] [Bell Works] [KB Portfolio]
[Yorkshire & Lexington Towers] [39 Broadway] [The Shoppes at Eagle Point] (the “Subject Whole Loan”) under the
[BMO 2022-C2] [Benchmark 2022-B35] [BMO 2022-C2] [CGCMT 2022-GC48] [Benchmark 2022-B36] [BBCMS 2022-C16] [pooling][trust] and servicing
agreement (the “Lead PSA”). This is to inform you that Note [ ] of the Subject Whole Loan (the “Subject Mortgage
Loan”) has been transferred to BBCMS Mortgage Trust 2022-C17 pursuant to that certain Pooling and Servicing Agreement, dated
and effective as of September 1, 2022 (the “2022-C17 Pooling and Servicing Agreement”) between Barclays Commercial
Mortgage Securities LLC, as depositor, KeyBank National Association, as master servicer (in such capacity, the “2022-C17 Master
Servicer”), Argentic Services Company LP, as special servicer, KeyBank National Association, as Park West Village Special Servicer
(the “2022-C17 Park West Village Special Servicer”), Computershare Trust Company, National Association, as certificate
administrator (the “2022-C17 Certificate Administrator”), Wilmington Trust, National Association, as trustee (the “2022-C17
Trustee”), and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, and that the 2022-C17
Trustee is the holder of the Subject Mortgage Loan.


The undersigned, as 2022-C17
Certificate Administrator, hereby directs you, in your capacity as the Lead Master Servicer of the Subject Whole Loan, to remit to the
2022-C17 Master Servicer all amounts payable to, and forward, deliver or otherwise make available, as the case may be, to the 2022-C17
Master Servicer all reports, statements, documents, communications, and other information that are to be forwarded, delivered or otherwise
made available to, the holder of the Subject Mortgage Loan under the related Intercreditor Agreement (as such term is defined in the 2022-C17
Pooling and Servicing Agreement) and the Lead PSA.


The Subject Mortgage Loan
[is] [is not] a Significant Obligor (as such term is defined in the 2022-C17 Pooling and Servicing Agreement) under the 2022-C17 Pooling
and Servicing Agreement.


Thank you for your attention
to this matter.


	 	 
	 	 
	 	 	COMPUTERSHARE TRUST COMPANY, 

NATIONAL ASSOCIATION, as Certificate 

Administrator for the Holders of the 

BBCMS Mortgage Trust 2022-C17,


Commercial Mortgage Pass-Through 

Certificates, Series 2022-C17
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:







    	 	Exhibit T-2	 



    


    


EXHIBIT U


FORM OF NOTICE AND CERTIFICATION

REGARDING DEFEASANCE OF MORTGAGE LOAN OR TRUST SUBORDINATE COMPANION LOAN


To:


	 	Moody’s
    Investors Service, Inc. 

    7 World Trade Center

    250 Greenwich Street

    New York, New York 10041

    Attention: Commercial Mortgage 

Surveillance Group

    E-mail: CMBSSurveillance@moodys.com	Kroll Bond Rating Agency, LLC

    805 Third Avenue, 29th Floor

    New York, New York 10022

    Attention: CMBS Surveillance

    Email: cmbs.surveillance@kbra.com
	 	Fitch Ratings, Inc.

    300 West 57th Street

    New York, New York 10019

    Attention: Commercial Mortgage 

Surveillance Group

    Facsimile No.:  (212) 635-0295

    E-mail:  info.cmbs@fitchratings.com	 


 


		From:	KeyBank National Association, in its capacity as Master Servicer under the Pooling and Servicing Agreement,
dated and effective as of September 1, 2022 (the “Pooling and Servicing Agreement”), between Barclays Commercial Mortgage
Securities LLC, as Depositor, KeyBank National Association, as Master Servicer, Argentic Services Company LP, as Special Servicer, KeyBank
National Association, as Park West Village Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer.



		Date:	_________, 20___



		Re:	BBCMS Mortgage Trust 2022-C17, Commercial Mortgage Pass-Through Certificates, Series 2022-C17



[Mortgage Loan (the “Mortgage Loan”)][Trust Subordinate Companion Loan (the “Trust Subordinate Companion Loan”)]
identified by loan number _____ [and loan number [_______]] on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement
and heretofore secured by the Mortgaged Properties identified on the Mortgage Loan Schedule by the following names:____________________

       ____________________



 




    	 	Exhibit U-1	 



    


    


Reference is made to the
Pooling and Servicing Agreement described above. Capitalized terms used but not defined herein have the meanings assigned to such terms
in the Pooling and Servicing Agreement.


As Master Servicer under
the Pooling and Servicing Agreement, we hereby:


(a)  
Notify you that the Mortgagor has consummated a defeasance of the [Mortgage Loan][Trust Subordinate Companion Loan] pursuant to
the terms of the [Mortgage Loan][Trust Subordinate Companion Loan], of the type checked below:


____     a full defeasance of the entire
principal balance of the [Mortgage Loan][Trust Subordinate Companion Loan]; or


____      a partial defeasance of a portion
of the principal balance of the [Mortgage Loan][Trust Subordinate Companion Loan] that represents and, an allocated loan amount of $____________
or _______% of the entire principal balance of the [Mortgage Loan][Trust Subordinate Companion Loan];


(b)          Certify
that each of the following is true, subject to those exceptions set forth with explanatory notes on Exhibit A hereto, which exceptions
the Master Servicer has determined, consistent with the Servicing Standards, will have no material adverse effect on the [Mortgage Loan][Trust
Subordinate Companion Loan] or the defeasance transaction:


(i)           The
Mortgage Loan documents permit the defeasance, and the terms and conditions for defeasance specified therein were satisfied in all material
respects in completing the defeasance.


(ii)          The
defeasance was consummated on __________, 20__.


(iii)         The
defeasance collateral consists of securities that (i) constitute “government securities” as defined in Section 2(a)(16) of
the Investment Company Act of 1940 as amended (15 U.S.C. 80A1), (ii) are listed as “Qualified Investments for ‘AAA’
Financings” under Paragraphs 1, 2 or 3 of “Cash Flow Approach” in Standard & Poor’s Public Finance Criteria
2000, as amended to the date of the defeasance, (iii) if they include a principal obligation, the principal due at maturity cannot vary
or change, and (iv) are not subject to prepayment, call or early redemption.


(iv)         The
Master Servicer received an opinion of counsel (from counsel approved by the Master Servicer in accordance with the Servicing Standard)
that the defeasance will not result in an Adverse REMIC Event.


(v)             The
Master Servicer determined that the defeasance collateral will be owned by an entity (the “Defeasance Obligor”) that
is a Single-Purpose Entity (as defined in Standard & Poor’s Structured Finance Ratings Real Estate Finance Criteria, as amended
to the date of the defeasance (the “S&P Criteria”)) or is subject to restrictions in its organizational documents
substantially similar to those contained in the organization documents of the original Borrower with respect to bankruptcy remoteness
and single purpose as of the date of the defeasance, and after the defeasance owns no assets other




    	 	Exhibit U-2	 



    


    


than the defeasance collateral and real
property securing [Mortgage Loans][Trust Subordinate Companion Loan] included in the pool.


(vi)         The
defeasance documents require the crediting of the defeasance collateral to an Eligible Account (as defined in the S&P Criteria) in
the name of the Trustee on behalf of the Trust, which account is maintained as a securities account by a securities intermediary and
has been pledged to the Trustee on behalf of the Trust.


(vii)        The
agreements executed in connection with the defeasance (i) grant control of the pledged securities account to Trustee on behalf of the
Trust, (ii) require the securities intermediary to make the scheduled payments on the [Mortgage Loan][Trust Subordinate Companion Loan]
from the proceeds of the defeasance collateral directly to the Master Servicer’s collection account in the amounts and on the dates
specified in the Mortgage Loan documents or, in a partial defeasance, the portion of such scheduled payments attributed to the allocated
loan amount for the real property defeased, increased by any defeasance premium specified in the Mortgage Loan documents (the “Scheduled
Payments”), (iii) permit reinvestment of proceeds of the defeasance collateral only in Permitted Investments (as defined in
the Pooling and Servicing Agreement or as defined in the documents evidencing the defeasance), (iv) permit release of surplus defeasance
collateral and earnings on reinvestment from the pledged securities account only after the [Mortgage Loan][Trust Subordinate Companion
Loan] has been paid in full, if any such release is permitted, (v) prohibit transfers by the Defeasance Obligor of the defeasance collateral
and subordinate liens against the defeasance collateral, and (vi) provide for payment from sources other than the defeasance collateral
or other assets of the Defeasance Obligor of all fees and expenses of the securities intermediary for administering the defeasance and
the securities account and all fees and expenses of maintaining the existence of the Defeasance Obligor.


(viii)       The
Master Servicer received written confirmation from a firm of independent certified public accountants, who were approved by the Master
Servicer in accordance with the Servicing Standard stating that (i) revenues from the defeasance collateral (without taking into account
any earnings on reinvestment of such revenues) will be sufficient to timely pay each of the Scheduled Payments after the defeasance including
the payment in full of the [Mortgage Loan][Trust Subordinate Companion Loan] (or the allocated portion thereof in connection with a partial
defeasance) on its Maturity Date (or, in the case of an ARD Loan, on its Anticipated Repayment Date), (ii) the revenues received in any
month from the defeasance collateral will be applied to make Scheduled Payments within four (4) months after the date of receipt, and
(iii) interest income from the defeasance collateral to the Defeasance Obligor in any calendar or fiscal year will not exceed such Defeasance
Obligor’s interest expense for the [Mortgage Loan][Trust Subordinate Companion Loan] (or the allocated portion thereof in a partial
defeasance) for such year.


(ix)             The
Mortgage Loan is not among the ten (10) largest loans in the pool as of the date of the Current Report (as defined below). The entire
principal balance of the Mortgage Loan as of the date of defeasance was less than both $[______] and five percent of pool balance, which
is less than [__]% of the aggregate Certificate Balance of




    	 	Exhibit U-3	 



    


    


the Certificates as of the date of the
most recent Distribution Date Statement received by us (the “Current Report”).


(x)           The
Master Servicer has received opinions of counsel stating that the Trustee on behalf of the Trust possesses a valid, perfected first priority
security interest in the defeasance collateral and that the documents executed in connection with the defeasance are enforceable in accordance
with their respective terms.


(c)           Certify
that Exhibit B hereto is a list of the material agreements, instruments, organizational documents for the Defeasance Obligor,
and opinions of counsel and independent accountants executed and delivered in connection with the defeasance.


(d)          Certify
that the individual under whose hand the Master Servicer has caused this Notice and Certification to be executed did constitute a Servicing
Officer as of the date of the defeasance described above.


(e)              Agree
to provide copies of all items listed in Exhibit B to you upon request.




    	 	Exhibit U-4	 



    


    


IN WITNESS WHEREOF, the
Master Servicer has caused this Notice and Certification to be executed as of the date captioned above.


	 	 
	 	KEYBANK NATIONAL ASSOCIATION, as 
	 	 	Master Servicer
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:


 




    	 	Exhibit U-5	 



    


    


EXHIBIT V


FORM OF OPERATING ADVISOR ANNUAL REPORT1


Report Date: This report will be delivered annually no later
than [INSERT DATE], pursuant to the terms and conditions of the Pooling and Servicing Agreement, dated as of September 1, 2022 (the “Pooling
and Servicing Agreement”).

Transaction: BBCMS Mortgage Trust 2022-C17, Commercial Mortgage Pass-Through Certificates, Series 2022-C17

Operating Advisor: Pentalpha Surveillance LLC

Special Servicer: [Argentic Services Company LP][KeyBank National Association]

Directing Certificateholder: Argentic Securities Income USA 2 LLC


		I.	Population of Mortgage Loans that Were Considered in Compiling this Report



		1.	The Special Servicer has notified the Operating Advisor that [●] Specially Serviced Loans were transferred
to special servicing in the prior calendar year [INSERT YEAR].



		(1)	[●] of those Specially Serviced Loans are still being analyzed by the Special Servicer as part of the
development of an Asset Status Report.



		(2)	[Final] Asset Status Reports were issued with respect to [●] of such Specially Serviced Loans. This
report is based only on the Specially Serviced Loans in respect of which an Asset Status Report has been issued. The Asset Status Reports
may not yet be fully implemented.



		2.	Prior to an Operating Advisor Consultation Event, if any Mortgage Loan is in special servicing and if the
Special Servicer has subsequently completed a Major Decision with respect to such Specially Serviced Loan, the Special Servicer has provided
the applicable fully executed Major Decision Reporting Package approved or deemed approved by the Directing Certificateholder to the Operating
Advisor.



		3.	After an Operating Advisor Consultation Event, the Special Servicer has provided to the Operating Advisor:



		(1)	with respect to each Major Decision for the following non-Specially Serviced Loans, the related Major Decision
Reporting Package and the opportunity to consult with respect to such Major Decision and recommended action:




 




 



 


 





 



1
       This report is an indicative report and does not reflect the final form of annual report to be used in any particular year. The
Operating Advisor will have the ability to modify or alter the organization and content of any particular report, subject to the compliance
with the terms of the Pooling and Servicing Agreement, including, without limitation, provisions relating to Privileged Information.




    	 	Exhibit V-1	 



    


    



 




 






		(2)	with respect to following Specially Serviced Loans, each related Asset Status Report and the opportunity
to consult with respect to such recommended action:




 






II. Executive Summary


Based on the requirements and qualifications
set forth in the Pooling and Servicing Agreement, as well as the items listed below, the Operating Advisor (in accordance with the Operating
Advisor’s analysis requirements outlined in the Pooling and Servicing Agreement) has undertaken a limited review of the Special
Servicer’s reported actions under the Pooling and Servicing Agreement on the loans identified in this report. Based solely on such
limited review and subject to the assumptions, limitations and qualifications set forth herein, the Operating Advisor believes, in its
sole discretion exercised in good faith, that the Special Servicer [is/is not] operating in compliance with the Servicing Standard with
respect to its performance of its duties under the Pooling and Servicing Agreement during the prior calendar year on a “trust-level
basis”. [The Operating Advisor believes, in its sole discretion exercised in good faith, that the Special Servicer has failed to
materially comply with the Servicing Standard as a result of the following material deviations.]


		·	[LIST OF MATERIAL DEVIATION ITEMS]



In addition, the Operating Advisor notes the
following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


		·	[ADD RECOMMENDATION OF REPLACEMENT OF SPECIAL SERVICER, IF APPLICABLE]



III.           List
of Items that were Considered in Compiling this Report


In rendering the assessment
set forth in this report, the Operating Advisor examined and relied upon the accuracy and the completion of the items listed below:


1.     
Any Major Decision Reporting Package that is delivered or made available to the Operating Advisor by the Special Servicer pursuant
to the Pooling and Servicing Agreement.


2.     
Reports by the Special Servicer made available to Privileged Persons that are posted on the certificate administrator’s website
that is relevant to the Operating Advisor’s obligations under the Pooling and Servicing Agreement, each Asset Status Report (after
an Operating Advisor Consultation Event), and each Final Asset Status Report, in each case, delivered or made available to the Operating
Advisor pursuant to the terms of the Pooling and Servicing Agreement.


3.     
The Special Servicer’s assessment of compliance report, attestation report by a third party regarding the Special Servicer’s
compliance with its obligations and net present value




    	 	Exhibit V-2	 



    


    




calculations and Appraisal Reduction Amount calculations
delivered or made available to the Operating Advisor pursuant to the terms of the Pooling and Servicing Agreement.


4.     
[LIST OTHER REVIEWED INFORMATION].


5.     
[INSERT IF AFTER AN OPERATING ADVISOR CONSULTATION EVENT: Consulted with the Special Servicer as provided under the Pooling and
Servicing Agreement on Asset Status Reports for a Specially Serviced Loan delivered or made available to the Operating Advisor pursuant
to the terms of the Pooling and Servicing Agreement and with respect to Major Decisions processed by the Special Servicer.]


NOTE: The Operating Advisor’s review
of the above materials should be considered a limited review and not be considered a full or limited audit, legal review or legal conclusion.
For instance, we did not review each page of the Special Servicer’s policy and procedure manuals (including amendments and appendices),
review underlying lease agreements or similar underlying documents, re-engineer the quantitative aspects of their net present value calculations,
visit any related property, visit the Special Servicer, visit the Directing Certificateholder or interact with any borrower. In addition,
our review of the net present value calculations and Appraisal Reduction Amount calculations is limited to the mathematical accuracy of
the calculations and the corresponding application of the non-discretionary portions of the applicable formulas, and as such, does not
take into account the reasonableness of the discretionary portions of such formulas.


		IV.	Assumptions and Qualifications Related to the Work Product Undertaken and Opinions Related to this
Report



1.     
As provided in the Pooling and Servicing Agreement, the Operating Advisor (i) is not required to report on instances of non-compliance
with, or deviations from, the Servicing Standard or the special servicer’s obligations under the Pooling and Servicing Agreement
that the Operating Advisor determines, in its sole discretion exercised in good faith, to be immaterial and (ii) will not be required
in the ordinary course to provide or obtain a legal opinion, legal review or legal conclusion as part of that assessment.


2.     
In rendering our assessment herein, we have assumed that all executed factual statements, instruments, and other documents that
we have relied upon in rendering this assessment have been executed by persons with legal capacity to execute such documents.


3.     
Other than the receipt of any Major Decision Reporting Package or any Asset Status Report that is delivered or made available to
the Operating Advisor pursuant to the terms of the Pooling and Servicing Agreement, the Operating Advisor did not participate in, or have
access to, the Special Servicer’s and Directing Certificateholder’s discussion(s) regarding any Specially Serviced Loan. The
Operating Advisor does not have authority to speak with the Directing Certificateholder or Mortgagor directly. As such, the Operating
Advisor generally relied upon the information delivered to it by the Special Servicer as well as its interaction with the Special Servicer,
if any, in gathering the relevant information to generate this report. The services that we perform are not designed and cannot be relied
upon to detect fraud or illegal acts should any exist.




    	 	Exhibit V-3	 



    


    


4.     
 The Special Servicer has the legal authority and responsibility to service any Specially Serviced Loans pursuant to the Pooling
and Servicing Agreement. The Operating Advisor has no responsibility or authority to alter the standards set forth therein or direct the
actions of the Special Servicer.


5.     
Confidentiality and other contractual limitations limit the Operating Advisor’s ability to outline the details or substance
of any communications held between it and the Special Servicer regarding any Specially Serviced Loans and certain information it reviewed
in connection with its duties under the Pooling and Servicing Agreement. As a result, this report may not reflect all the relevant information
that the Operating Advisor is given access to by the Special Servicer.


6.     
There are many tasks that the Special Servicer undertakes on an ongoing basis related to Specially Serviced Loans. These include,
but are not limited to, assumptions, ownership changes, collateral substitutions, capital reserve changes, etc. The Operating Advisor
does not participate in any discussions regarding such actions. As such, the Operating Advisor has not assessed the Special Servicer’s
operational compliance with respect to those types of actions.


7.     
The Operating Advisor is not empowered to speak with any investors directly. If the investors have questions regarding this report,
they should address such questions to the certificate administrator through the certificate administrator’s website.


8.     
This report does not constitute recommendations to buy, sell or hold any security, nor does the Operating Advisor take into account
market prices of securities or financial markets generally when performing its limited review of the Special Servicer as described above.
The Operating Advisor does not have a fiduciary relationship with any Certificateholder or any other party or individual. Nothing is intended
to or should be construed as creating a fiduciary relationship between the Operating Advisor and any Certificateholder, party or individual.


Terms used but not defined
herein have the meaning set forth in the Pooling and Servicing Agreement.







    	 	Exhibit V-4	 



    


    


EXHIBIT W


 


Form
of Notice from Operating Advisor Recommending Replacement of [PARK WEST VILLAGE] Special Servicer


 


Wilmington Trust, National Association

   as Trustee

1100 North Market Street

Wilmington, Delaware 19890

Attention: BBCMS 2022-C17

Telecopy number: (302) 630-4140


Email: CMBSTrustee@wilmingtontrust.com


 


Computershare Trust Company, National Association

   as Certificate Administrator


9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) – BBCMS Mortgage Trust 2022-C17


Email: trustadministrationgroup@wellsfargo.com and cts.cmbs.bond.admin@wellsfargo.com


 


[Argentic Services Company LP


as Special Servicer


500 North Central Expressway, Suite 261


Plano, Texas 75074


Attention: Andrew Hundertmark


Email: ahundertmark@argenticservices.com]


 


[KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Alan Williams

Email: keybank_notices@keybank.com]


		Re:	BBCMS Mortgage Trust
                                            2022-C17, Commercial Mortgage Pass-

                                            Through Certificates, Series 2022-C17, 

                                            Recommendation of Replacement of Special Servicer



Ladies and Gentlemen:


This letter is delivered
pursuant to Section 7.01(d) of the Pooling and Servicing Agreement, dated and effective as of September 1, 2022 (the “Pooling
and Servicing Agreement”), between Barclays Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association,
as Master Servicer, Argentic Services Company LP, as Special Servicer, KeyBank National Association, as Park West Village Special Servicer,
Computershare Trust Company, National Association, as Certificate Administrator, Wilmington Trust, National




    	 	Exhibit W-1	 



    


    


Association, as Trustee, and Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer, on behalf of the holders of BBCMS Mortgage Trust 2022-C17, Commercial
Mortgage Pass-Through Certificates, Series 2022-C17 (the “Certificates”) regarding the replacement of the Special Servicer.
Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Pooling and Servicing
Agreement.


Based upon our review of
the Special Servicer’s actions conducted pursuant to and in accordance with Section 3.26 of the Pooling and Servicing Agreement,
it is our assessment that [Argentic Services Company LP][KeyBank National Association], in its current capacity as Special Servicer, is
not [performing its duties under the Pooling and Servicing Agreement][acting in accordance with the Servicing Standard]. The following
factors support our assessment: [________].


Based upon such assessment,
we further hereby recommend that [Argentic Services Company LP][KeyBank National Association] be removed as Special Servicer and that
[________] be appointed its successor in such capacity.


	 	 
	 	 
	 	Very truly yours,
	 	 	 
	 	 
	 	[The Operating Advisor]
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:
	 	 	 
	Dated:	 	 





 




    	 	Exhibit W-2	 



    


    


EXHIBIT X


Form
of CONFIDENTIALITY Agreement


 


[KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael Tilden

Email: Michael_a_tilden@keybank.com]


 


[Argentic Services Company LP


500 North Central Expressway, Suite 261


Plano, Texas 75074


Attention: Andrew Hundertmark


Email: ahundertmark@argenticservices.com]


 


[KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Alan Williams

Email: keybank_notices@keybank.com]


		Re:	Access to Certain Information Regarding BBCMS Mortgage Trust 2022-C17, Commercial
Mortgage Pass-Through Certificates, Series 2022-C17



Ladies and Gentlemen:


Reference is hereby made
to that certain Pooling and Servicing Agreement, dated and effective as of September 1, 2022 (the “Pooling and Servicing Agreement”),
between Barclays Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer, Argentic Services
Company LP, as Special Servicer, KeyBank National Association, as Park West Village Special Servicer, Computershare Trust Company, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating
Advisor and as Asset Representations Reviewer. Defined terms used herein and not otherwise defined shall have the meanings set forth in
the Pooling and Servicing Agreement.


[KeyBank National Association
(“KeyBank”)/Argentic Services Company LP (“ASC”)] understands that [____] (the “Company”)
is requesting certain confidential or non-public information relating to the Mortgage Loans and Trust Subordinate Companion Loan to which
the Company has continuing rights as a Certificateholder. The Company is requesting such information for the purpose of analyzing asset
performance and evaluating any continuing rights the Company may have under the Trust (the “Permitted
Purpose”). The Company agrees that the Permitted Purpose shall not include the use or disclosure of the Confidential
Information (as defined below) in any manner that violates any applicable law, the Pooling and Servicing Agreement or the related mortgage
loan documents.




    	 	Exhibit X-1	 



    


    


[KeyBank/ASC] will provide
the Company with certain confidential, non-public servicing information (the “Confidential
Information”) pertaining to the Mortgage Loans and Trust Subordinate Companion Loan and the related Mortgaged Properties
and borrowers. The Company acknowledges that the Confidential Information (a) includes or may be based upon information provided
to [KeyBank/ASC] by third parties, (b) may not have been verified by [KeyBank/ASC], and (c) may be incomplete or contain inaccuracies.
The Company agrees that [KeyBank/ASC], the [“Master Servicer”/“Special Servicer”] (as defined in
the Pooling and Servicing Agreement) and its respective Representatives (as defined below) shall not have any liability to the Company
or its Representatives resulting from (x) any inaccuracies or omissions in the Confidential Information, (y) any use of the
Confidential Information, or (z) [KeyBank/ASC]’s failure or inability to provide the Confidential Information to the Company
for any reason. Notwithstanding the foregoing, the following will not constitute “Confidential
Information” for purposes of this letter agreement: (a) information that was already in Company’s possession
prior to its receipt from [KeyBank/ASC]; (b) information that is obtained by Company from a third person who, insofar as is known
to Company, is not prohibited from transmitting the information to Company by a contractual, legal or fiduciary obligation to [KeyBank/ASC];
(c) information that is or becomes publicly available through no fault of Company; and (d) information that is independently
developed by Company. The term “Representatives” with respect to any entity shall mean the officers, directors, general partners,
employees, agents, affiliates, auditors and legal counsel (which may be internal counsel) of that entity.


The Company may have access
to the Confidential Information through (at [KeyBank/ASC]’s election): (i) responses to reasonable written inquiries received
from the Company, (ii) conference calls conducted on a reasonably scheduled basis with [KeyBank/ASC]’s surveillance group,
or (iii) direct on-line access (read-only capacity) to the information available on the applicable [____] system or any successor
or replacement system (“System”). [KeyBank/ASC] may
cease or defer providing the Company with Confidential Information in the event that (a) the Company or its Representatives violate
any provision hereof, or (b) [KeyBank/ASC] determines (in its sole discretion) that such termination is necessary for any reason,
including its determination that such action is required pursuant to the terms of the Pooling and Servicing Agreement, the related Mortgage
Loan documents, or any applicable law. [KeyBank/ASC] shall cease to provide the Company with Confidential Information if [KeyBank/ASC]
has actual knowledge that the Company or its Representatives are affiliates of any borrower under the Mortgage Loan documents and [KeyBank/ASC]
determines that the provision, notice or access to such Confidential Information would violate the accepted servicing practices or servicing
standards as defined in the Pooling and Servicing Agreement. The Company’s obligations and the restrictions applicable to the protection
of the Confidential Information hereunder shall survive the termination of the Company’s access to the Confidential Information.
[KeyBank/ASC]’s remedies hereunder, at law or at equity, are cumulative and may be combined.


The Company agrees that
it will not, and it shall not permit its Representatives, to disclose the Confidential Information in any manner whatsoever to any other
person or entity, other than its Representatives (but only to the extent necessary to accomplish the Permitted Purpose) who have a need
to know the information, or as otherwise required by applicable law, court order or any governmental agency or regulator. The Company
acknowledges (i) its




    	 	Exhibit X-2	 



    


    


obligations under the U.S. federal securities
laws, and (ii) that any disclosure of the Confidential Information by it or its Representatives for any purpose other than a Permitted
Purpose, in addition to being a breach of this letter agreement, may constitute a violation of federal and state securities laws. The
Company will take reasonable measures to ensure that each Representative is advised of this letter agreement and agrees to keep the Confidential
Information confidential. The Company shall be liable for any breach of this letter agreement by its Representatives. Notwithstanding
the foregoing, the Company may subsequently provide all or any part of such Confidential Information to any other person or entity that
holds or is contemplating the purchase of any Certificate or interest therein, but only if such person or entity confirms such ownership
interest or prospective ownership interest and provided that, prior to the delivery of such Confidential Information, such persons
shall have executed and delivered to the Company an agreement that is substantially similar in form and substance to this agreement.


If the provisions of this
Agreement are breached by the Company or its Representatives, Company agrees to indemnify and hold harmless [KeyBank/ASC] its successors
and assigns, from and against any resulting loss, cost, damage or expense undertaken, paid, awarded, assessed, incurred or suffered by
[KeyBank/ASC]. Company shall be liable to [KeyBank/ASC] for all court costs, reasonable and out of pocket attorneys’ fees and other
expenses incurred by [KeyBank/ASC] in enforcing its rights under this Agreement, recovering damages and/or obtaining other appropriate
relief.


This letter agreement shall
be governed by and construed in accordance with the laws of the State of New York without the application of conflict of laws principles.
Anything herein to the contrary notwithstanding, [KeyBank/ASC] intends at all times to comply with the terms and provisions of the Pooling
and Servicing Agreement and nothing in this letter agreement should be construed to limit or qualify any of [KeyBank/ASC]’s rights
or obligations under the Pooling and Servicing Agreement. This letter agreement may be executed in counterparts and by facsimile/Portable
Document Format (PDF); each such counterpart shall be deemed to be an original instrument, and all such counterparts together shall constitute
one agreement.


This agreement shall terminate
with respect to the information received by the Company one year after the Company receives such information or ceases to be a Certificateholder.
Company agrees that this letter agreement supersedes and replaces and survives any click-through agreement regarding confidentiality of
Confidential Information agreed to in connection with accessing the System whether agreed to in accessing the System before or after signing
this letter agreement.




    	 	Exhibit X-3	 



    


    


Please have an authorized
signatory countersign in the space provided below to indicate the Company’s confirmation of, and agreement to, the matters set
forth herein.


	 	 	 
	 	 	 
	 		Very truly yours,
	 	 	 
	 	 	 
	 	 	[KEYBANK NATIONAL ASSOCIATION
	 	 	 	 
	 	 	 	 
	 		By:	
	 		 	Name:
	 		 	Title:]
	 	 	 
	 	 	 
	 	 	[ARGENTIC SERVICES COMPANY LP
	 	 	 	 
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:]
	 	 	 	 
	 	 	 	 
	CONFIRMED AND AGREED TO:	 	 
	 	 	 	 
	[COMPANY NAME]	 	 
	 	 	 
	 	 	 
	By:		 	
	 	Name:	 	 
	 	Title:	 	 







    	 	Exhibit X-4	 



    


    


EXHIBIT Y


FORM CERTIFICATION TO BE PROVIDED WITH FORM
10-K


CERTIFICATION


I, [identifying the certifying
individual], certify that:


1.                 
I have reviewed this report on Form 10-K, and all reports on Form 10-D required to be filed in respect of the period covered by
this report on Form 10-K, of the BBCMS Mortgage Trust 2022-C17 (the “Exchange
Act periodic reports”);


2.                 
Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;


3.                 
Based on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the
period covered by this report is included in the Exchange Act periodic reports;


4.                 
Based on my knowledge and the servicer compliance statements required in this report under Item 1123 of Regulation AB, and except
as disclosed in the Exchange Act periodic reports, the servicers have fulfilled their obligations under the servicing agreements in all
material respects; and


5.                 
All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation
reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance
with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise
disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in this report on Form
10-K.


In giving the certifications
above, I have reasonably relied on information provided to me by the following unaffiliated parties: [(A) KeyBank National Association,
as Master Servicer, Argentic Services Company LP, as Special Servicer, KeyBank National Association, as Park West Village 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, (B) [list other applicable parties to servicing
agreements for Non-Serviced Mortgage Loans]].




    	 	Exhibit Y-1	 



    


    


Date:_________________________


	 	 
	 	 
	 	 
	[Chief Executive Officer] 

Barclays Commercial Mortgage Securities 

LLC 

(Senior officer in charge of the securitization of 

the depositor)	 
	 	 








    	 	Exhibit Y-2	 



    


    


EXHIBIT Z-1


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY CERTIFICATE ADMINISTRATOR


BBCMS MORTGAGE TRUST 2022-C17 (the “Trust”)


The undersigned, __________,
a __________ of COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, on behalf of COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as
Certificate Administrator (the “Certificate Administrator”), under that certain Pooling and Servicing Agreement, dated
and effective as of September 1, 2022 (the “Pooling and Servicing Agreement”), entered into by Barclays Commercial
Mortgage Securities LLC (the “Depositor”), as depositor, KeyBank National Association, as master servicer (in such
capacity, the “Master Servicer”), Argentic Services Company LP, as special servicer (the “Special Servicer”),
KeyBank National Association, as Park West Village Special Servicer, the Certificate Administrator, Wilmington Trust, National Association,
as trustee, and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, certifies to [Name of Certifying
Person(s) for Sarbanes-Oxley Certification], the Depositor, [Name of the Other Depositor] and [its][their respective] officers, directors
and affiliates, to the extent that the following information is within our normal area of responsibilities and duties under the Pooling
and Servicing Agreement, and with the knowledge and intent that they will rely upon this certification, that:


		1.	I have reviewed the annual report on Form 10-K for the fiscal year 20[__] (the “Annual
Report”), and all reports on Form 10-D and Form 8-K to be filed in respect of periods included in the year covered
by the Annual Report (collectively with the Annual Report, the “Reports”), of the Trust;



		2.	To my knowledge, the Reports taken as a whole, do not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by the Annual Report;



		3.	To my knowledge, the distribution information required to be provided by the Certificate Administrator
under the Pooling and Servicing Agreement for inclusion in the Reports is included in the Reports;



		4.	I am responsible for reviewing the activities performed by the Certificate Administrator under the Pooling
and Servicing Agreement and based on my knowledge and the compliance reviews conducted in preparing the Certificate Administrator compliance
statements required for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB, and except as disclosed on any Reports,
the Certificate Administrator has fulfilled its obligations in all material respects under the Pooling and Servicing Agreement; and





    	 	Exhibit Z-1-1	 



    


    


		5.	The report on assessment of compliance with servicing criteria applicable to the Certificate Administrator
for asset-backed securities with respect to the Certificate Administrator or any Servicing Function Participant retained by the Certificate
Administrator and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included
in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act
Rules 13a-18 and 15d-18 has been provided to the Depositor for inclusion as an exhibit to such Form 10-K. Any material instances
of noncompliance described in such reports have been provided to the Depositor for disclosure in such annual report on Form 10-K.



In giving the certifications
above, the Certificate Administrator has reasonably relied on information provided to it by the following unaffiliated persons: the Master
Servicer, the Special Servicer, the Depositor, the Trustee and/or the Custodian.


Capitalized terms used but
not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


Date:


	 	COMPUTERSHARE TRUST COMPANY, 

NATIONAL ASSOCIATION
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:







    	 	Exhibit Z-1-2	 



    


    


EXHIBIT Z-2


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY MASTER SERVICER


BBCMS MORTGAGE TRUST 2022-C17 (the “Trust”)


I, [identify the certifying
individual], a [_______________] of KEYBANK NATIONAL ASSOCIATION, as Master Servicer under that certain Pooling and Servicing Agreement,
dated and effective as of September 1, 2022 (the “Pooling and Servicing Agreement”), entered into by Barclays Commercial
Mortgage Securities LLC, as depositor, KeyBank National Association, as master servicer (in such capacity, the “Master Servicer”),
Argentic Services Company LP, as special servicer (the “Special Servicer”), KeyBank National Association, as Park West
Village Special Servicer, Computershare Trust Company, National Association, as certificate administrator (the “Certificate Administrator”),
Wilmington Trust, National Association, as trustee, and Pentalpha Surveillance LLC, as operating advisor and as asset representations
reviewer, on behalf of the Master Servicer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor,
[Name of the Other Depositor] and [its][their respective] officers, directors and affiliates, and with the knowledge and intent that they
will rely upon this certification, that:


		1.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), and assuming the accuracy of the statements required to be made by the Special Servicer in the special servicer backup
certificate delivered by the Special Servicer relating to the Relevant Period, all servicing information and all reports (the “Servicer
Reports”) required to be submitted by the Master Servicer to the Certificate Administrator pursuant to Sections 3.12(b)
and (d) of the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the Relevant Period and inclusion
in all reports on Form 10-D or Form 8-K have been submitted by the Master Servicer to the Certificate Administrator for
inclusion in these reports;



		2.	Based on my knowledge, and assuming the accuracy of the statements required to be made by the Special
Servicer in the special servicer backup certificate delivered by the Special Servicer relating to the Relevant Period, the master servicing
information contained in the Servicer Reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by these reports;



		3.	I am, or a Servicing Officer under my supervision is, responsible for reviewing the activities performed
by the Master Servicer under the Pooling and Servicing Agreement and based upon my knowledge and the annual compliance reviews conducted
in preparing the servicer compliance statements required to be delivered under Article XI of the Pooling and Servicing Agreement
for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB with respect to the Master Servicer, and except as disclosed
in the compliance certificate delivered by the Master Servicer under Section 11.09 of the





    	 	Exhibit Z-2-1	 



    


    


Pooling and Servicing Agreement, the
Master Servicer has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects during the Relevant Period;


		4.	The accountants that are to deliver the annual attestation report on assessment of compliance with the
Relevant Servicing Criteria in respect of the Master Servicer with respect to the Trust’s fiscal year _____ have been provided all
information relating to the Master Servicer’s assessment of compliance with the Relevant Servicing Criteria in order to enable them
to conduct a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and



		5.	The report on assessment of compliance with servicing criteria applicable to the Master Servicer for asset-backed
securities with respect to the Master Servicer or any Servicing Function Participant retained by the Master Servicer and related attestation
report on assessment of compliance with servicing criteria applicable to it required to be included in the annual report on Form 10-K
for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided
to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material instances of
noncompliance described in such reports have been provided to the Certificate Administrator and the Depositor for disclosure in such annual
report on Form 10-K.



[In giving the certification
above, I have reasonably relied on and make no certification as to information provided to me by the following unaffiliated parties: [name(s)
of third parties (including the Special Servicer, but other than a Sub-Servicer, Additional Servicer or any other third party retained
by the Master Servicer that is not a Sub-Servicer appointed pursuant to Section 3.20 of the Pooling and Servicing Agreement)] and,
notwithstanding the foregoing certifications, neither I nor the Master Servicer makes any certification under the foregoing clauses (2)
and (3) with respect to the information in the Servicer Reports that is in turn dependent upon information provided by the Special
Servicer under the Pooling and Servicing Agreement. Solely with respect to the completeness of information and reports, I do not certify
anything other than that all fields of information called for in written reports prepared by the Master Servicer have been properly completed
and that any fields that have been left blank on their face have been done so in accordance with the CREFC procedures for such report.]




    	 	Exhibit Z-2-2	 



    


    


 


Capitalized terms used but
not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


Date:


	 	 
	 	[KEYBANK NATIONAL ASSOCIATION
	 	 	 
	 	 	 
		By:	
		 	Name:
		 	Title:]







    	 	Exhibit Z-2-3	 



    


    


EXHIBIT Z-3


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY [PARK WEST VILLAGE] SPECIAL SERVICER


BBCMS MORTGAGE TRUST 2022-C17 (the “Trust”)


I, [identify the certifying
individual], a [_______________ ] of [Argentic Services Company LP][KeyBank National Association], as Special Servicer under that certain
Pooling and Servicing Agreement, dated and effective as of September 1, 2022 (the “Pooling and Servicing Agreement”),
entered into by Barclays Commercial Mortgage Securities LLC, as depositor, KeyBank National Association, as master servicer (in such capacity,
the “Master Servicer”), Argentic Services Company LP, as special servicer [(the “Special Servicer”)],
KeyBank National Association, as Park West Village Special Servicer[ (in such capacity, the “Special Servicer”)], Computershare
Trust Company, National Association, as certificate administrator (the “Certificate Administrator”), Wilmington Trust,
National Association, as trustee (the “Trustee”), and Pentalpha Surveillance LLC, as operating advisor and as asset
representations reviewer, on behalf of the Special Servicer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification],
the Depositor, [Name of the Other Depositor] and [its][their respective] officers, directors and affiliates, and with the knowledge and
intent that they will rely upon this certification, that:


		1.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), all servicing information and all required reports (the “Special Servicer Reports”) required to
be submitted by the Special Servicer pursuant to the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K
for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K have been submitted by the Special Servicer
to the Master Servicer, the Depositor, the Trustee or the Certificate Administrator, as applicable, for inclusion in these reports;



		2.	Based on my knowledge, the special servicing information contained in the Special Servicer Reports, taken
as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by these
reports;



		3.	I am, or a Servicing Officer under my supervision is, responsible for reviewing the activities performed
by the Special Servicer under the Pooling and Servicing Agreement and based upon my knowledge and the annual compliance reviews conducted
in preparing the servicer compliance statements required to be delivered under Article XI of the Pooling and Servicing Agreement
for inclusion in the Form 10-K under Item 1123 of Regulation AB with respect to the Special Servicer, and except as disclosed
in the compliance certificate delivered by the Special Servicer under Section 11.09 of the Pooling and Servicing Agreement, the Special
Servicer has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects during the Relevant Period;





    	 	Exhibit Z-3-1	 



    


    


		4.	The accountants that are to deliver the annual attestation report on assessment of compliance with the
Relevant Servicing Criteria in respect of the Special Servicer with respect to the Trust’s fiscal year _____ have been provided
all information relating to the Special Servicer assessment of compliance with the Relevant Servicing Criteria, in order to enable them
to conduct a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and



		5.	The report on assessment of compliance with servicing criteria applicable to the Special Servicer for
asset-backed securities with respect to the Special Servicer or any Servicing Function Participant retained by the Special Servicer and
related attestation report on assessment of compliance with servicing criteria applicable to it required to be included in the annual
report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18
and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K.
Any material instances of noncompliance described in such reports have been provided to the Certificate Administrator and the Depositor
for disclosure in such annual report on Form 10-K.



Capitalized terms used but
not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


Date:


	 	 
	 	[ARGENTIC SERVICES COMPANY 

LP][KEYBANK NATIONAL ASSOCIATION]
	 	 	 
	 	 	 
		By:	
		 	Name:
		 	Title:







    	 	Exhibit Z-3-2	 



    


    


EXHIBIT Z-4


Form
of Certification to be Provided

to Depositor by Trustee


BBCMS MORTGAGE TRUST 2022-C17 (The “Trust”)


The undersigned, __________,
a __________ of WILMINGTON TRUST, NATIONAL ASSOCIATION, on behalf of WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee (the “Trustee”),
under that certain Pooling and Servicing Agreement, dated and effective as of September 1, 2022 (the “Pooling and Servicing Agreement”),
entered into by Barclays Commercial Mortgage Securities LLC, as depositor, KeyBank National Association, as master servicer, Argentic
Services Company LP, as special servicer, KeyBank National Association, as Park West Village Special Servicer, Computershare Trust Company,
National Association, as certificate administrator (the “Certificate Administrator”), the Trustee, and Pentalpha Surveillance
LLC, as operating advisor and as asset representations reviewer, certifies to [Name of Certifying Person(s) for Sarbanes-Oxley Certification],
the Depositor, [Name of the Other Depositor] and [its][their respective] officers, directors and affiliates, to the extent that the following
information is within our normal area of responsibilities and duties under the Pooling and Servicing Agreement, and with the knowledge
and intent that they will rely upon this certification, that:


The report on assessment of compliance
with servicing criteria applicable to the Trustee for asset-backed securities with respect to the Trustee or any Servicing Function Participant
retained by the Trustee and related attestation report on assessment of compliance with servicing criteria applicable to it required to
be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and
Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit
to such Form 10-K. Any material instances of noncompliance described in such reports have been provided to the Certificate Administrator
and the Depositor for disclosure in such annual report on Form 10-K.


Capitalized terms used but
not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


Date:


	 	 
	 	WILMINGTON TRUST, NATIONAL 

ASSOCIATION
	 	 	 
	 	 	 
		By:	
		 	Name:
		 	Title:







    	 	Exhibit Z-4-1	 



    


    


EXHIBIT Z-5


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY OPERATING ADVISOR


BBCMS MORTGAGE TRUST 2022-C17 (the “Trust”)


I, [identify the certifying
individual], a [_______________] of Pentalpha Surveillance LLC (the “Operating Advisor”) as Operating Advisor under
that certain Pooling and Servicing Agreement, dated and effective as of September 1, 2022 (the “Pooling and Servicing Agreement”),
entered into by Barclays Commercial Mortgage Securities LLC, as depositor, KeyBank National Association, as master servicer (in such capacity,
the “Master Servicer”), Argentic Services Company LP, as special servicer (the “Special Servicer”),
KeyBank National Association, as Park West Village Special Servicer, Wilmington Trust, National Association, as trustee (the “Trustee”),
Computershare Trust Company, National Association, as certificate administrator (the “Certificate Administrator”),
and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, on behalf of the Operating Advisor, certify
to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor, [Name of the Other Depositor] and [its][their respective]
officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:


		1.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), all information required to be submitted by the Operating Advisor to the Master Servicer, the Depositor, Trustee or
Certificate Administrator, as applicable, pursuant to the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K
for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K (the “Reports”) (such information
provided by the Operating Advisor, collectively, the “Operating Advisor Periodic Information”) have been submitted
by the Operating Advisor to the Master Servicer, the Depositor, the Trustee or the Certificate Administrator, as applicable, for inclusion
in these reports;



		2.	Based on my knowledge, the Operating Advisor Periodic Information contained in the Reports, taken as a
whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made, not misleading with respect to the period covered by these reports;



		3.	The accountants that are to deliver the annual attestation report on assessment of compliance with the
Relevant Servicing Criteria in respect of the Operating Advisor with respect to the Trust’s fiscal year ________ have been provided
all information relating to the Operating Advisor’s assessment of compliance with the Relevant Servicing Criteria, in order to enable
them to conduct a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and





    	 	Exhibit Z-5-1	 



    


    


		4.	The report on assessment of compliance with servicing criteria applicable to the Operating Advisor for
asset-backed securities with respect to the Operating Advisor or any Servicing Function Participant retained by the Operating Advisor
and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included in the annual
report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18
and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K.
Any material instances of noncompliance described in such reports have been provided to the Certificate Administrator and the Depositor
for disclosure in such annual report on Form 10-K.



Capitalized terms used but
not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


Date:


	 	 
	 	PENTALPHA SURVEILLANCE LLC, as
	 	 	Operating Advisor
	 	 	 
	 	 	 
		By:	
		 	Name:
		 	Title:







    	 	Exhibit Z-5-2	 



    


    


EXHIBIT Z-6


Form
of Certification to be Provided

to Depositor by CUSTODIAN


 


BBCMS MORTGAGE TRUST 2022-C17 (The “Trust”)


The undersigned, __________,
a __________ of COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, on behalf of COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as
Custodian (the “Custodian”), under that certain Pooling and Servicing Agreement, dated and effective as of September
1, 2022 (the “Pooling and Servicing Agreement”), entered into by Barclays Commercial Mortgage Securities LLC, as depositor,
KeyBank National Association, as master servicer, Argentic Services Company LP, as special servicer, KeyBank National Association, as
Park West Village Special Servicer, Wilmington Trust, National Association, as trustee, Computershare Trust Company, National Association,
as certificate administrator (the “Certificate Administrator”), and Pentalpha Surveillance LLC, as operating advisor
and as asset representations reviewer, certifies to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor, [Name
of the Other Depositor] and [its][their respective] officers, directors and affiliates, to the extent that the following information is
within our normal area of responsibilities and duties under the Pooling and Servicing Agreement, and with the knowledge and intent that
they will rely upon this certification, that:


The report on assessment of compliance
with servicing criteria applicable to the Custodian for asset-backed securities with respect to the Custodian or any Servicing Function
Participant retained by the Custodian and related attestation report on assessment of compliance with servicing criteria applicable to
it required to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation
AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an
exhibit to such Form 10-K. Any material instances of noncompliance described in such reports have been provided to the Certificate
Administrator and the Depositor for disclosure in such annual report on Form 10-K.


Capitalized terms used but
not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


Date:




    	 	Exhibit Z-6-1	 



    


    





	 	 
	 	COMPUTERSHARE TRUST COMPANY, 

NATIONAL ASSOCIATION
	 	 	 
	 	 	 
		By:	
		 	Name:
		 	Title:







    	 	Exhibit Z-6-2	 



    


    


EXHIBIT Z-7


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY ASSET REPRESENTATIONS REVIEWER


 


BBCMS MORTGAGE TRUST 2022-C17 (the “Trust”)


I, [identify the certifying
individual], a [_______________] of Pentalpha Surveillance LLC (the “Asset Representations Reviewer”) as Asset Representations
Reviewer under that certain Pooling and Servicing Agreement, dated and effective as of September 1, 2022 (the “Pooling and Servicing
Agreement”), entered into by Barclays Commercial Mortgage Securities LLC, as depositor, KeyBank National Association, as master
servicer (in such capacity, the “Master Servicer”), KeyBank National Association, as Park West Village Special Servicer,
Argentic Services Company LP, as special servicer, Wilmington Trust, National Association, as trustee (the “Trustee”),
Computershare Trust Company, National Association, as certificate administrator (the “Certificate Administrator”),
and Pentalpha Surveillance LLC, as operating advisor and as Asset Representations Reviewer, on behalf of the Asset Representations Reviewer,
certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor, [Name of the Other Depositor] and [its][their
respective] officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:


		1.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), all information required to be submitted by the Asset Representations Reviewer to the Master Servicer, the Depositor,
Trustee or Certificate Administrator, as applicable, pursuant to the Pooling and Servicing Agreement for inclusion in the annual report
on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K (the “Reports”)
(such information provided by the Asset Representations Reviewer, collectively, the “Asset Representations Reviewer Periodic
Information”) have been submitted by the Asset Representations Reviewer to the Master Servicer, the Depositor, the Trustee or
the Certificate Administrator, as applicable, for inclusion in these reports; and



		2.	Based on my knowledge, the Asset Representations Reviewer Periodic Information contained in the Reports,
taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by these
reports.





    	 	Exhibit Z-7-1	 



    


    


 


Capitalized terms used but
not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


Date:


	 	 
	 	PENTALPHA SURVEILLANCE LLC, as Asset
	 	 	Representations Reviewer
	 	 	 
	 	 	 
		By:	
		 	Name:
		 	Title:







    	 	Exhibit Z-7-2	 



    


    


EXHIBIT AA


Servicing
Criteria

to be Addressed in Assessment of Compliance


The assessment of compliance
to be delivered by the referenced party shall address, at a minimum, the criteria identified below as “Applicable Servicing Criteria”
applicable to such party, as such criteria may be updated or limited by the Commission or its staff (including, without limitation, not
requiring the delivery of certain of the items set forth on this Exhibit based on interpretive guidance provided by the Commission or
its staff relating to Item 1122 of Regulation AB). For the avoidance of doubt, for purposes of this Exhibit AA, other than with
respect to Item 1122(d)(2)(iii), references to Servicer below shall include any Sub-Servicer engaged by the Master Servicer or the Special
Servicer.


 


	 	APPLICABLE Servicing Criteria 	applicable PARTY
	Reference	Criteria	 
	 	Servicing Considerations	 
	1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.	
    Certificate Administrator

    Master Servicer

    Special Servicer

	1122(d)(1)(ii)	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.	
    Certificate Administrator

    Master Servicer

    Special Servicer

	1122(d)(1)(iii)	Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	
    Master Servicer

    Special Servicer

    Custodian (as applicable)

	1122(d)(1)(v)	Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	Certificate Administrator

Master Servicer

Special Servicer
	 	Cash Collection and Administration	 
	1122(d)(2)(i)	Payments on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.	
    Certificate Administrator

    Master Servicer

    Special Servicer

	1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Certificate Administrator
	1122(d)(2)(iii)	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.	Master Servicer

Special Servicer

Trustee (as applicable)1
	1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	
    Certificate Administrator

    Master Servicer

    Special Servicer







 



1      Only to the extent that the Trustee was required to make an Advance pursuant to the Pooling
and Servicing Agreement during the applicable calendar year.


    	 	Exhibit AA-1	 



    


    


 


	 	APPLICABLE Servicing Criteria 	applicable PARTY
	Reference	Criteria	 
	1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.	
    Certificate Administrator

    Master Servicer

    Special Servicer

	1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.	
    Certificate Administrator

    Master Servicer

    Special Servicer

	1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations (A) are mathematically accurate; (B) are prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) are reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.	Certificate Administrator

Master Servicer

Special Servicer
	 	Investor Remittances and Reporting	 
	1122(d)(3)(i)	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced by the Reporting Servicer.	Certificate Administrator

Operating Advisor (with respect to A and B)
	1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.	Certificate Administrator
	1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.	Certificate Administrator
	1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Certificate Administrator
	 	Pool Asset Administration	 
	1122(d)(4)(i)	Collateral or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Custodian

Master Servicer

Special Servicer
	1122(d)(4)(ii)	Mortgage loan and related documents are safeguarded as required by the transaction agreements	Custodian
	1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.	Certificate Administrator

Master Servicer

Special Servicer
	1122(d)(4)(iv)	Payments on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan documents.	Master Servicer
	1122(d)(4)(v)	The Reporting Servicer’s records regarding the mortgage loans agree with the Reporting Servicer’s records with respect to an obligor’s unpaid principal balance.	Master Servicer
	1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	Master Servicer

Special Servicer




    	 	Exhibit AA-2	 



    


    


 


	 	APPLICABLE Servicing Criteria 	applicable PARTY
	Reference	Criteria	 
	1122(d)(4)(vii)	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.	Special Servicer

Operating Advisor
	1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Master Servicer

Special Servicer
	1122(d)(4)(ix)	Adjustments to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan documents.	Master Servicer
	1122(d)(4)(x)	Regarding any funds held in trust for an obligor (such as escrow accounts):  (A) such funds are analyzed, in accordance with the obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such other number of days specified in the transaction agreements.	Master Servicer
	1122(d)(4)(xi)	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Master Servicer
	1122(d)(4)(xii)	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Master Servicer
	1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.	Master Servicer
	1122(d)(4)(xiv)	 Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Master Servicer
	1122(d)(4)(xv)	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.	N/A


At all times that the Certificate
Administrator and the Trustee are the same entity, the Trustee and Certificate Administrator may provide a combined assessment of compliance
in respect of their combined responsibilities under Section 1122 of Regulation AB.


At all times that the Master
Servicer and the Special Servicer are the same entity, the Master Servicer and the Special Servicer may provide a combined assessment
of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.




    	 	Exhibit AA-3	 



    


    


EXHIBIT BB


ADDITIONAL
FORM 10-D DISCLOSURE


The parties identified in
the “Party Responsible” column are obligated pursuant to Section 11.04 of the Pooling and Servicing Agreement to disclose
to the Depositor and the Certificate Administrator (or the Master Servicer, to the extent specified in Section 11.04 of the Pooling and
Servicing Agreement) any information described in the corresponding Form 10-D Item described in the “Item on Form 10-D” column
to the extent such party has actual knowledge (and in the case of net operating income information, financial statements, annual operating
statements, budgets and/or rent rolls required to be provided in connection with Item 6 below, possession) of such information (other
than information as to itself). Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer shall
be entitled to rely on the accuracy of the Prospectus (other than information with respect to itself that is set forth in or omitted from
the Prospectus), in the absence of specific written notice to the contrary from the Depositor or a Mortgage Loan Seller. Each of the Certificate
Administrator, the Trustee, the Master Servicer and the Special Servicer shall be entitled to conclusively assume that there is no “significant
obligor” other than a party or property identified as such in the Prospectus and to assume that no other party or property will
constitute a “significant obligor” after the Cut-off Date. In no event shall the Master Servicer or the Special Servicer be
required to provide any information for inclusion in a Form 10-D that relates to any Mortgage Loan or the Trust Subordinate Companion
Loan for which the Master Servicer or the Special Servicer is not the Master Servicer or the Special Servicer, as the case may be. For
this BBCMS 2022-C17 Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer and the Special
Servicer shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning
of Items 1114 or 1115 of Regulation AB.


 


	Item
    on Form 10-D	Party
    Responsible
	Item 1: Distribution and
    Pool Performance Information:

    ●    Item 1121(a)(13)
    of Regulation AB

    ●    Item 1121(a)(14)
    of Regulation AB
	●    Certificate
    Administrator

    ●    Depositor

     

	Item 1A: Asset-Level Information

    ●    Item 1111(h)
    of Regulation AB

    ●    Item 1125
    of Regulation AB
	●    Master
    Servicer

	Item 1B: Asset Representations
    Reviewer and Investor Communication:

    ●    Item 1121(d)
    of Regulation AB

    ●    Item 1121(e)
    of Regulation AB
	●    Certificate
    Administrator

    ●    Depositor

    ●    Asset
    Representations Reviewer (with respect to Item 1121(d) of Regulation AB only)





    	 	Exhibit BB-1	 



    


    

	Item
    on Form 10-D	Party
    Responsible
	
    Item 2: Legal Proceedings:

    ●     Item
    1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described therein that are
    material to security holders)
	
    ●    Master
Servicer (as to itself)

    ●    Special
    Servicer (as to itself)

    ●    Certificate
    Administrator (as to itself)

    ●    Trustee
    (as to itself)

    ●    Depositor
    (as to itself)

    ●    Operating
    Advisor (as to itself)

    ●    Asset
    Representations Reviewer (as to itself)

    ●    Any
    other Reporting Servicer (as to itself)

    ●    Trustee/Certificate
    Administrator/Master Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal control of the proceedings)

    ●    Each
    Mortgage Loan Seller as to itself in its capacity as a sponsor (as defined in Regulation AB)

    ●    Originators
    under Item 1110 of Regulation AB

    ●    Party
    under Item 1100(d)(1) of Regulation AB

	Item 3:  Sale of Securities and Use of Proceeds	●    Depositor

	Item 4:  Defaults Upon Senior Securities	●    Certificate Administrator

	Item 5:  Submission of Matters to a Vote of Security Holders	●    Certificate Administrator

	
    Item 6: Significant Obligors of Pool Assets:
	●    Master Servicer 



 



    	 	Exhibit BB-2	 



    


    

    	Item
    on Form 10-D	Party
    Responsible
	
    

    ●     Item
    1112(b) of Regulation AB provided, however, that all of the following conditions shall apply:

    (a) information shall be required to be reported only with respect
    to a party or property (if any) identified as a “significant obligor” in the Prospectus;

    (b) the information to be reported shall consist of such quarterly
    and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO Property (as applicable), and quarterly
    and annual financial statements of the related Borrower (except in the case of an REO Property), received or prepared by the “Party
    Responsible” pursuant to its obligations under Section 3.12(b) of this Pooling and Servicing Agreement; provided, however,
    that for a significant obligor under item 1101(k)(2) of Regulation AB, only net operating income for the most recent fiscal year and interim
    period is required and, if such information for a prior period was required but not previously reported, such information
    for such prior period; and

    (c) the information shall be reportable in the Form 10-D that relates
    to the Distribution Date that immediately follows the Collection Period in which the information was received or prepared by the “Party
    Responsible” as described in clause (b) above.

     
	
	
    Item 7: Change in Sponsor Interest in the Securities:

    ●     Item
    1124 of Regulation AB
	●    Each Mortgage Loan Seller (as to itself in its capacity as a sponsor as defined in Regulation AB)

	
    Item 8: Significant Enhancement Provider Information:
	●    Depositor



 



    	 	Exhibit BB-3	 



    


    



	Item
    on Form 10-D	Party
    Responsible
	
    

    ●     Item
    1114(b)(2) and Item 1115(b) of Regulation AB

     
	

	Item 9:  Other Information, but only to the extent of any information that meets all the following conditions:  (a) such information constitutes “Additional Form 8-K Disclosure” pursuant to Exhibit DD, (b) such information is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such information was not previously reported as “Additional Form 8-K Disclosure”.	
    ●    Certificate
    Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent that such party is the “Party Responsible”
    with respect to such information pursuant to Exhibit DD.

    ●    Certificate
    Administrator (including the balances of the Distribution Account, the Interest Reserve Account and the Gain-on-Sale Reserve Account as
    of the related Distribution Date and the preceding Distribution Date)

    ●    Master
    Servicer (with respect to the balance of the Collection Account as of the related Distribution Date and the preceding Distribution Date)

    ●    Special
    Servicer (with respect to the balance of each REO Account as of the related Distribution Date and the preceding Distribution Date)

    ●    Any
    other party responsible for disclosure items on Form 8-K (including each applicable Mortgage Loan Seller with respect to Item 1100(e)
    of Regulation AB to the extent material to Certificateholders)

	
    Item 10: Exhibits (no. 3):

    Articles of incorporation and by-laws (Exhibit No. 3(i) and 3(ii)
    of Item 601 of Regulation S-K)
	●    Depositor

	
    Item 10: Exhibits (no. 4):

    With respect to instruments defining the rights of security holders
    (Exhibit No. 4 of 
	
    ●    Certificate
    Administrator

    ●    Depositor




 



    	 	Exhibit BB-4	 



    


    


 





	Item
    on Form 10-D	Party
    Responsible
	Item 601 of Regulation S-K)
	provided that,
        in each case, that this shall in no event be construed to make such party responsible for the initial filing of this Pooling
        and Servicing Agreement

    provided further, in
    each case, that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator,
    then the Depositor shall be the responsible party.

	Item 10: Exhibits (no. 10):

    Material contracts (Exhibit No.
    10 of Item 601 of Regulation S-K)
	●    Certificate
                                            Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent
                                            of any contract that satisfies all the following conditions:  (a) such contract
                                            relates to the Trust or one or more Mortgage Loans, the Trust Subordinate Companion Loan
                                            or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor
                                            or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor
                                            engaged by such party) has caused to have been executed on behalf of the Trust.

	Item 10: Exhibits (no. 22):

    Published Report Regarding Matters
    Submitted to a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K), but only if the party that is the “Party
    Responsible” with respect to Item 5 above elects to publish a report containing the information required by such Item 5 above
    and also elects to report the information on Form 10-D by means of filing the published report and answering Item 5 by referencing
    the published report.
	●    The
                                            applicable party that is the “Party Responsible” with respect to Item 5 as set
                                            forth above.

	Item 10: Exhibits (no. 23):

    Consents of Experts and Counsel
    (Exhibit No. 23(ii) of Item 601 of Regulation S-K), where the filing of a written consent is 
	●    Depositor





    	 	Exhibit BB-5	 



    


    


 


	Item
    on Form 10-D	Party
    Responsible
	required
with respect to material (in the Form 10-D) that is incorporated by reference in the Depositor’s registration statement.
	
	Item 10: Exhibits (no. 24)

    Power of Attorney (Exhibit No.
    24 of Item 601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the
    Form 10-D on behalf of a party, is signed pursuant to a power of attorney.
	●    Certificate
    Administrator

	Item 10: Exhibits (no. 99)

    Additional exhibits (Exhibit
    No. 99 of Item 601 of Regulation S-K)
	●    Not
    Applicable.

	Item 10: Exhibits (no. 100)

    XBRL-Related Documents (Exhibit
    No. 100 of Item 601 of Regulation S-K).
	●    Not
    Applicable.

	Item
    10:  Exhibits (By Operation of Item 8 Above), but only to the extent of any document that meets all the following conditions:  (a)
    such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b) such document
    is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and
    (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	●    Certificate
    Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for
    the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicer or the Special Servicer
    constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form 10-K); provided
    that, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate
    Administrator, then the Depositor shall be the responsible party for this Item 10.





    	 	Exhibit BB-6	 



    


    


EXHIBIT CC


ADDITIONAL
FORM 10-K DISCLOSURE


The parties identified in
the “Party Responsible” column are obligated pursuant to Section 11.05 of the Pooling and Servicing Agreement to disclose
to the Depositor and the Certificate Administrator any information described in the corresponding Form 10-K Item described in the “Item
on Form 10-K” column to the extent such party has actual knowledge (and in the case of net operating income information, financial
statements, annual operating statements, budgets and/or rent rolls required to be provided in connection with 1112(b) below, possession)
of such information (other than information as to itself). Each of the Certificate Administrator, the Trustee, the Master Servicer and
the Special Servicer shall be entitled to rely on the accuracy of the Prospectus (other than information with respect to itself that
is set forth in or omitted from the Prospectus), in the absence of specific written notice to the contrary from the Depositor or a Mortgage
Loan Seller. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer shall be entitled to conclusively
assume that there is no “significant obligor” other than a party or property identified as such in the Prospectus and to
assume that no other party or property will constitute a “significant obligor” after the Cut-off Date. In no event shall
the Master Servicer or the Special Servicer be required to provide any information for inclusion in a Form 10-K that relates to any Mortgage
Loan or Trust Subordinate Companion Loan for which the Master Servicer or the Special Servicer is not the Master Servicer or the Special
Servicer, as the case may be. For this BBCMS 2022-C17 Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee,
the Master Servicer and the Special Servicer shall be entitled to assume that there is no provider of credit enhancement, liquidity or
derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB.


	Item on Form 10-K	Party Responsible
	
    Item 1B: Unresolved Staff Comments

     
	●   Depositor
	
    Item 9B: Other Information, but only to the extent of any information
    that meets all the following conditions:

    (a) such information constitutes “Additional Form 8-K Disclosure”
    pursuant to Exhibit DD,

    (b) such information is required to be reported as “Additional
    Form 8-K Disclosure” during the period to which the Form 10-K relates, and

    (c) such information was not previously 
	●   Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent that such party is the “Party Responsible” with respect to such information pursuant to Exhibit DD.  



 






    	 	Exhibit CC-1	 



    


    

 


	Item on Form 10-K	Party Responsible
	reported as “Additional
    Form 8-K Disclosure” or as “Additional Form 10-D Disclosure”	 
	Item 15:  Exhibits, Financial Statement Schedules (SEE BELOW)	SEE BELOW
	
    Instruction J(2)(b) (Significant Obligors of Pool Assets) –
    Part 1 of 3 Parts:

    ●     Item
    1112(b) of Regulation AB, but only to the extent that (i) such information was required to have been set forth in the Prospectus, (ii)
    such information was not so set forth and (iii) the applicable Master Servicer has not previously reported such information as “Additional
    Form 10-D Information”.

     
	
    ●   The
    applicable Mortgage Loan Seller

     

	
    Instruction J(2)(b) (Significant Obligors of Pool Assets) –
    Part 2 of 3 Parts:

    ●     Item
    1112(b) of Regulation AB, but only to the extent that (i) such information was set forth in the Prospectus and (ii) the applicable Master
    Servicer has not previously reported such information or updated versions thereof as “Additional Form 10-D Information”.

     
	●   Depositor
	
    Instruction J(2)(b) (Significant Obligors of Pool Assets) –
    Part 3 of 3 Parts:

    ●     Item
    1112(b) of Regulation AB; provided, however, that all of the following conditions shall apply:

    (a) information shall be required to be reported only with
respect to a party or 
	●   Master Servicer 



 






    	 	Exhibit CC-2	 



    


    

 


	Item on Form 10-K	Party Responsible
	
    property (if any) identified as a “significant obligor”
in the Prospectus;

    (b) the information to be reported shall consist of such quarterly
    and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO Property (as applicable), and quarterly
    and annual financial statements of the related Borrower (except in the case of an REO Property), received or prepared by the “Party
    Responsible” pursuant to its obligations under Section 3.12(b) of this Pooling and Servicing Agreement; provided, however,
    that for a significant obligor described under item 1101(k)(2) of Regulation AB, only net operating income for the most recent fiscal
    year and interim period is required and, if such information for a prior period was required but not previously reported, such
    information for such prior period; and

    (c) the information shall be reportable only to the extent that
    is has not previously been reported as “Additional Form 10-D Information”.

     
	
	
    Instruction J(2)(c) (Significant Enhancement Provider Information):

    ●     Items
    1114(b)(2) and 1115(b) of Regulation AB

     
	●   Depositor
	
    Instruction J(2)(d) (Legal Proceedings):

    ●     Item
    1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described therein that are
    material to security holders)
	
    ●   Master
    Servicer (as to itself)

    ●   Special
    Servicer (as to itself)

    ●   Certificate
    Administrator (as to itself)

    ●   Trustee
(as to itself)




 






    	 	Exhibit CC-3	 



    


    

 


	Item on Form 10-K	Party Responsible
	
    
	
    ●   Depositor
(as to itself)

    ●   Trustee/Certificate
    Administrator /Master Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal control of the proceedings)

    ●   Each
    Mortgage Loan Seller as sponsor (as defined in Regulation AB)

    ●   Originators
    under Item 1110 of Regulation AB

    ●   Party
    under Item 1100(d)(1) of Regulation AB

	
    Instruction J(2)(e) (Affiliations and Certain Relationships and
    Related Transactions) – Part 1 of 2 Parts:

    1119(a) of Regulation AB,

    but only the existence and (if existent) how there is (that is,
    the nature of) any affiliation between itself (that is, the particular “Party Responsible”), on the one hand, and any one
    or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, (3) the Trust and (4) any other party listed
    under this item as a “Party Responsible”; provided, however, that an affiliation need not be disclosed
    for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported as “Additional Form
    10-K Disclosure”.

    and

    ●    1119(b)
    of Regulation AB,

    but only the existence and (if existent) the general character
of any business relationship, agreement, arrangement, transaction or understanding that is entered 
	
    ●   Master
    Servicer (as to itself) (only as to affiliations under Item 1119(a) with the Trustee, Certificate Administrator, Special Servicer or a
    sub-servicer retained by it meeting any of the descriptions in Item 1108(a)(3)).

    ●   Special
    Servicer

    ●   Certificate
    Administrator

    ●   Trustee

    ●   Asset
    Representations Reviewer

    ●   Each
party (other than a Mortgage Loan Seller), if any, that is identified in the Prospectus as an “originator” of one or more
Mortgage Loans or the Trust Subordinate Companion Loan, if the Prospectus specifically states that the applicable Mortgage Loans or the
Trust Subordinate Companion Loan were 10% or more of the assets of the Trust at the date of the Prospectus (provided that such a party
shall no longer constitute a “Party Responsible” under this item from and after the date (if any) when the Depositor notifies
the parties




 






    	 	Exhibit CC-4	 



    


    

 


	Item on Form 10-K	Party Responsible
	
    into outside the ordinary course of business or is on terms
other than would be obtained in an arm’s length transaction with an unrelated third party (apart from the Series 2022-C17 transaction)
between itself (that is, the particular “Party Responsible”) or any of its affiliates, on the one hand, and any one or more
of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, and (3) the Trust; provided, however,
that a relationship, agreement, arrangement, transaction or understanding (A) must be reported only if it then exists or existed within
the two prior years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates and (C)
need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported
as “Additional Form 10-K Disclosure”.

    and

    ●    1119(c)
    of Regulation AB,

    but only the existence and (if existent) a description (including
the terms and approximate dollar amount) of any specific relationship involving or related to the Series 2022-C17 transaction or the
Mortgage Loans or the Trust Subordinate Companion Loan between itself (that is, the particular “Party Responsible”) or any
of its affiliates, on the one hand, and any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller,
and (3) the Trust; provided, however, that a relationship (A) must be reported only if it then exists or existed within
the two prior years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates and (C)
need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously 
	
    to this Pooling and Servicing
Agreement to the effect that such party no longer constitutes an originator of 10% or more of the assets of the Trust).

    ●   Each
    party (other than a Mortgage Loan Seller), if any, that is specifically identified as an “originator of 10% or more of the assets
    of the Trust for purposes of Regulation AB and the upcoming Form 10-K” in a written notice delivered to the parties to this Pooling
    and Servicing Agreement, which notice is delivered not later than February 15 of the year in which the Form 10-K is due.

    ●   Each
    party (if any) that is identified in the Prospectus as an “other material party to the securities or transaction” (or substantially
    similar phrasing); provided, however, that such a party shall no longer constitute a “Party Responsible” under this item from
    and after the date (if any) when the Depositor notifies the parties to this Pooling and Servicing Agreement to the effect that such party
    no longer constitutes a material party for purposes of Regulation AB.

    ●   Each
    party (if any) that that is specifically identified as an “other material party to the securities or transaction for purposes of
    Regulation AB and the upcoming Form 10-K” (or substantially similar phrasing) in a written notice delivered by the Depositor to
    the parties to this Pooling and Servicing Agreement, which notice is delivered not later than February 15 of the year in which the Form
    10-K is due.




 






    	 	Exhibit CC-5	 



    


    

 


	Item
    on Form 10-K	Party
    Responsible
	reported
    as “Additional Form 10-K Disclosure”.	 
	Instruction J(2)(e) (Affiliations
    and Certain Relationships and Related Transactions) – Part 2 of 2 Parts:

    1119(a) of Regulation AB,

    But only the existence and (if
    existent) how there is any affiliation between itself (that is, the particular “Party Responsible”), on the one hand,
    and any one or more of the parties listed under the preceding item as a “Party Responsible”, on the other; provided,
    however, that an affiliation need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus
    or if it was previously reported as “Additional Form 10-K Disclosure”.

    and

    ●    1119(b)
    of Regulation AB,

    but only the existence and (if
existent) the general character of any business relationship, agreement, arrangement, transaction or understanding that is entered into
outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated
third party (apart from the Series 2022-C17 transaction) between itself (that is, the particular “Party Responsible”), on
the one hand, and any one or more of the parties listed under the preceding item as a “Party Responsible”, on the
other; provided, however, that a relationship, agreement, arrangement, transaction or understanding (A) must be reported
only if it then exists or existed within the two prior years, (B) need not be reported if it is not material to an 

     
	●   Depositor

    ●   Each
    Mortgage Loan Seller




 






    	 	Exhibit CC-6	 



    


    

 


	Item
    on Form 10-K	Party
    Responsible
	investor’s
understanding of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus
or if it was previously reported as “Additional Form 10-K Disclosure”.

    and

    ●    1119(c)
    of Regulation AB,

    but only the existence and (if
    existent) a description (including the terms and approximate dollar amount) of any specific relationship involving or related to
    the Series 2022-C17 transaction or the Mortgage Loans between itself (that is, the particular “Party Responsible”) or
    any of its affiliates, on the one hand, and any one or more of the parties listed under the preceding item as a “Party
    Responsible”, on the other; provided, however, that a relationship (A) must be reported only if it then exists
    or existed within the two prior years, (B) need not be reported if it is not material to an investor’s understanding of the
    Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it
    was previously reported as “Additional Form 10-K Disclosure”.

     
	




	Item 15: Exhibits (no. 2):

    Plan of acquisition, reorganization,
    arrangement, liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)
	●   Depositor
	Item 15: Exhibits (no. 3):

    Articles of incorporation and
    by-laws (Exhibit No. 3(i) and 3(ii) of Item 601 of 
	●   Depositor



 






    	 	Exhibit CC-7	 



    


    

 


	Item
    on Form 10-K	Party
    Responsible
	Regulation
    S-K)	 
	Item
                                            15: Exhibits (no. 4):

    With respect to instruments defining
    the rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)
	●    Trustee

    ●    Certificate
    Administrator

    ●    Depositor

    provided that, in each
    case, that this shall in no event be construed to make such party responsible for the initial filing of this Pooling and Servicing
    Agreement

    provided, further,
    in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator,
    then the Depositor shall be the responsible party.

	Item
                                            15: Exhibits (no. 10):

    Material contracts (Exhibit No.
    10 of Item 601 of Regulation S-K)
	●   Certificate
    Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all
    the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans, the Trust Subordinate
    Companion Loan or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged
    by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed
    on behalf of the Trust.
	Item
                                            15: Exhibits (no. 11):

    Statement regarding computation
    of per share earnings (Exhibit No. 11 of Item 601 of Regulation S-K)
	●   Not
    Applicable.
	Item
                                            15: Exhibits (no. 12):

    Statement regarding computation
    of ratios (Exhibit No. 12 of Item 601 of Regulation S-K)
	●   Not
    Applicable.



 






    	 	Exhibit CC-8	 



    


    

 


	Item
    on Form 10-K	Party
    Responsible
	Item
                                            15: Exhibits (no. 13):

    Annual report to security holders,
    Form 10-Q and Form 10-QSB, or quarterly report to security holders (Exhibit No. 13 of Item 601 of Regulation S-K)
	●   Not
    Applicable.
	Item
                                            15: Exhibits (no. 14):

    Code of Ethics (Exhibit No. 14
    of Item 601 of Regulation S-K)
	●   Not
    Applicable.
	Item
                                            15: Exhibits (no. 16):

    Letter re change in certifying
    accountant (Exhibit No. 16 of Item 601 of Regulation S-K)
	●   Not
    Applicable.
	Item
                                            15: Exhibits (no. 18):

    Letter re change in accounting
    principles (Exhibit No. 18 of Item 601 of Regulation S-K)
	●   Not
    Applicable.
	Item
                                            15: Exhibits (no. 21):

    Subsidiaries of registrant (Exhibit
    No. 18 of Item 601 of Regulation S-K)
	●   Depositor.
	Item
                                            15: Exhibits (no. 22):

    Published Report Regarding Matters
    Submitted to a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K).
	●   Not
    Applicable.
	Item
                                            15: Exhibits (no. 23) – Part 1 of 2 Parts:

    Consents of Experts and Counsel
    (Exhibit No. 23(ii) of Item 601 of Regulation S-K), where (a) the filing of a written consent is required with respect to material
    (in the Form 10-D) that is incorporated by reference 
	●   Depositor



 






    	 	Exhibit CC-9	 



    


    

 


	Item
    on Form 10-K	Party
    Responsible
	in
    the Depositor’s registration statement and (b) the consent is not the consent of a registered
    public accounting firm in connection with an attestation delivered pursuant to Section 11.13 of this Pooling and Servicing
    Agreement.	 
	Item
                                            15: Exhibits (no. 23) – Part 2 of 2 Parts:

    Consents of Experts and Counsel
    (Exhibit No. 23(ii) of Item 601 of Regulation S-K), but the required shall consist of a consent of the registered public accounting
    firm for purposes of any attestation report rendered with respect to the particular “Party Responsible” pursuant to Section
    11.13 of this Pooling and Servicing Agreement.
	●   Master
                                            Servicer

    ●   Special
    Servicer

    ●   Depositor

    ●   Any
    other Servicing Function Participant

    provided, however,
    in each case, that such party shall have the duty to report or deliver, or cause the reporting or delivery, of such consent only
    to the extent that such party is required to deliver or cause the delivery of the related attestation report.

	Item
                                            15: Exhibits (no. 24)

    Power of Attorney (Exhibit No.
    24 of Item 601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the
    Form 10-D on behalf of a party, is signed pursuant to a power of attorney.
	●   Certificate
    Administrator
	Item
                                            15: Exhibits (no. 31(i))

    Rule 13a-14(a)/15d-14(a) Certifications
    (Exhibit No. 31(i) of Item 601 of Regulation S-K).
	●   Not
    Applicable
	Item
                                            15: Exhibits (no. 31(ii))

    Rule 13a-14(d)/15d-14(d) Certifications
    (Exhibit No. 31(ii) of Item 601 of Regulation S-K).
	●   Delivery
    of this exhibit (Sarbanes-Oxley certification and backup certifications) is governed by Section 11.08 (and Section 11.07) of this
    Pooling and Servicing Agreement.
	Item
                                            15: Exhibits (no. 32)

    Section 1350 Certifications (Exhibit
    No. 32 of Item 601 of Regulation S-K).
	●   Not
    Applicable.



 






    	 	Exhibit CC-10	 



    


    

 


	Item
    on Form 10-K	Party
    Responsible
	Item
                                            15: Exhibits (no. 33)

    Report on assessment of compliance
    with servicing criteria for asset-backed securities (Exhibit No. 33 of Item 601 of Regulation S-K).
	●   Delivery
    of this exhibit (annual compliance assessment) is governed by Section 11.10 (and Section 11.07) of this Pooling and Servicing Agreement.
	Item
                                            15: Exhibits (no. 34)

    Attestation report on assessment
    of compliance with servicing criteria for asset-backed securities (Exhibit No. 34 of Item 601 of Regulation S-K).
	●   Delivery
    of this exhibit (annual accountants’ attestation report) is governed by Section 11.11 (and Section 11.07) of this Pooling and
    Servicing Agreement.
	Item
                                            15: Exhibits (no. 35)

    Servicer compliance statement
    (Exhibit No. 35 of Item 601 of Regulation S-K).
	●   Delivery
    of this exhibit (annual servicer compliance statements) is governed by Section 11.09 (and Section 11.07) of this Pooling and Servicing
    Agreement.
	Item
                                            15: Exhibit (no. 36)

    Certification For Shelf Offerings
    of Asset-Backed Securities (Exhibit No. 36 of Item 601 of Regulation S-K).
	●   Depositor.
	Item
                                            15: Exhibits (no. 99)

    Additional exhibits (Exhibit
    No. 99 of Item 601 of Regulation S-K)
	●   Not
    Applicable.
	Item
                                            15: Exhibits (no. 100)

    XBRL-Related Documents (Exhibit
    No. 100 of Item 601 of Regulation S-K).
	●   Not
    Applicable.
	Item
    15:  Exhibits (By Operation of Item 9B Above), but only to the extent of any document that meets all the following conditions:  (a)
    such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b) such document
    is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-K relates, and
    (c) such document was not previously 	●   Certificate
    Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for
    the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicer or the Special Servicer
    constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form 10-K).



 






    	 	Exhibit CC-11	 



    


    

 


	Item
    on Form 10-K	Party
    Responsible
	reported as “Additional Form 8-K Disclosure”.	 
	Item
    15:  Exhibit (no. 101)

    

    Interactive Data File (Exhibit No. 101 of Item 601 of Regulation S-K).	●    Not
    Applicable
	Item
    15:  Exhibit (no. 102)

    

    Asset Data File (Exhibit No. 102 of Item 601 of Regulation S-K).	●    Certificate
                                            Administrator

    ●    Depositor

	Item
    15:  Exhibit (no. 103)

    

    Asset Related Document (Exhibit No, 103 of Item 601 of Regulation S-K).	●    Certificate
                                            Administrator

    ●    Depositor



 




    	 	Exhibit CC-12	 



    


    


EXHIBIT DD


FORM
8-K DISCLOSURE INFORMATION


The parties identified in
the “Party Responsible” column are obligated pursuant to Section 11.07 of the Pooling and Servicing Agreement to report to
the Depositor and the Certificate Administrator the occurrence of any event described in the corresponding Form 8-K Item described in
the “Item on Form 8-K” column to the extent such party has actual knowledge of such information (other than information as
to itself). Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer shall be entitled to rely
on the accuracy of the Prospectus (other than information with respect to itself that is set forth in or omitted from the Prospectus),
in the absence of specific notice to the contrary from the Depositor or a Mortgage Loan Seller. Each of the Certificate Administrator,
the Trustee, the Master Servicer and the Special Servicer shall be entitled to conclusively assume that there is no “significant
obligor” other than a party or property identified as such in the Prospectus and to assume that no other party or property will
constitute a “significant obligor” after the Cut-off Date. In no event shall the Master Servicer or the Special Servicer
be required to provide any information for inclusion in a Form 8-K that relates to any Mortgage Loan or the Trust Subordinate Companion
Loan for which the Master Servicer or the Special Servicer is not the applicable Master Servicer or Special Servicer, as the case may
be. For this BBCMS 2022-C17 Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer
and the Special Servicer shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments
within the meaning of Items 1114 or 1115 of Regulation AB.


	Item on Form 8-K	Party Responsible 
	
    Item 1.01: Entry into a Material Definitive Agreement

     
	
    ●   Depositor,
    except as described in the next bullet (it being acknowledged that Item 601 of Regulation S-K requires filing of material contracts
    to which the registrant or a subsidiary thereof is a party).

    ●   Certificate
    Administrator, Trustee, Master Servicer and/or Special Servicer (it being acknowledged that Instruction 3 to Item 1.01 of Form 8-K
    requires disclosure regarding the entry into or an amendment of a definitive agreement that is material to the asset-backed securities
    transaction, even if the registrant is not a party to such agreement), in each case to the extent of any amendment or definitive agreement
    that satisfies all the following conditions: (a) such amendment or definitive agreement relates to the Trust or one or more Mortgage Loans,
    the Trust Subordinate Companion Loan or REO Mortgage Loans, and (b) such amendment or definitive agreement is an amendment or definitive
    agreement to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or
    vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided, however, that the Certificate
    Administrator shall be the “Party Responsible” in connection with any amendment to this Pooling and Servicing Agreement.




 






    	 	Exhibit DD-1	 



    


    


	Item on Form 8-K	Party Responsible 
	Item 1.02:  Termination of a Material Definitive Agreement– Part 1 of 2 Parts	●   Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans, the Trust Subordinate Companion Loan or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided, however, that the Certificate Administrator shall be the “Party Responsible” in connection with any amendment to this Pooling and Servicing Agreement.



 






    	 	Exhibit DD-2	 



    


    


 


	Item on Form 8-K	Party Responsible 
	Item 1.02:  Termination of a Material Definitive Agreement– Part 2 of 2 Parts	●   Depositor, to the extent of any material agreement not covered in the prior item
	Item 1.03:  Bankruptcy or Receivership	●   Depositor
	Item 2.04:  Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement	
    ●   Depositor

    ●   Certificate
    Administrator

	Item 3.03:  Material Modification to Rights of Security Holders	●   Certificate Administrator
	Item 5.03:  Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year	●   Depositor
	Item 6.01:  ABS Informational and Computational Material	●   Depositor
	Item 6.02 (Part 1 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a change in trustee	
    ●   Trustee

    ●   Depositor

	Item 6.02 (Part 2 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a change in Master Servicer or Special Servicer	
    ●   Certificate
    Administrator

    ●   Master
    Servicer or Special Servicer, as the case may be (in each case, as to itself)

	Item 6.02 (Part 3 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a servicer (other than a party to the Pooling and Servicing Agreement) appointed by the particular “Party Responsible”.	
    ●   Master
    Servicer (as to a party appointed by the Master Servicer)

    ●   Special
    Servicer

    ●   Certificate
    Administrator

    ●   Depositor

	Item 6.03:  Change in Credit Enhancement or External Support	
    ●   Depositor

    ●   Certificate
    Administrator

	Item 6.04:  Failure to Make a Required 	●   Certificate Administrator



 






    	 	Exhibit DD-3	 



    


    


 


	Item on Form 8-K	Party Responsible 
	Distribution	 
	Item 6.05:  Securities Act Updating Disclosure	●   Depositor
	Item 7.01:  Regulation FD Disclosure	●   Depositor
	Item 8.01:  Other Events	●   Depositor
	
    Item 9.01(d): Exhibits (no. 1):

     

    Underwriting agreement (Exhibit No. 1 of Item 601 of Regulation
    S-K)
	●   Not applicable
	
    Item 9.01(d): Exhibits (no. 2):

     

    Plan of acquisition, reorganization, arrangement, liquidation or
    succession (Exhibit No. 2 of Item 601 of Regulation S-K)
	●   Depositor
	
    Item 9.01(d): Exhibits (no. 3):

     

    Articles of incorporation and by-laws (Exhibit No. 3(i) and 3(ii)
    of Item 601 of Regulation S-K)
	●   Depositor
	
    Item 9.01(d): Exhibits (no. 4):

     

    With respect to instruments defining the rights of security holders
    (Exhibit No. 4 of Item 601 of Regulation S-K)
	
    ●   Certificate
    Administrator

     

    provided that, in each case, that this shall in no event
    be construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement

	
    Item 9.01(d): Exhibits (no. 7):

    Correspondence from an independent accountant regarding non-reliance
    on a 
	●   Not Applicable



 






    	 	Exhibit DD-4	 



    


    


 


	Item on Form 8-K	Party Responsible 
	previously
    issued audit report or completed interim review. (Exhibit No. 7 of Item 601 of Regulation S-K)	 
	
    Item 9.01(d): Exhibits (no. 14):

    Code of Ethics (Exhibit No. 14 of Item 601 of Regulation S-K)
	●   Not Applicable
	
    Item 9.01(d): Exhibits (no. 16):

    Letter re change in certifying accountant (Exhibit No. 16 of Item
    601 of Regulation S-K)
	●   Not Applicable
	
    Item 9.01(d): Exhibits (no. 17):

    Correspondence on departure of director (Exhibit No. 17 of Item
    601 of Regulation S-K)
	●   Not Applicable
	
    Item 9.01(d): Exhibits (no. 20):

    Other documents or statements to security holders (Exhibit No. 20
    of Item 601 of Regulation S-K)
	●   Not Applicable
	
    Item 9.01(d): Exhibits (no. 23):

    Consents of Experts and Counsel (Exhibit No. 23(ii) of Item 601
    of Regulation S-K), where the filing of a written consent is required with respect to material (in the Form 10-D) that is incorporated
    by reference in the Depositor’s registration statement.
	●   Depositor
	
    Item 9.01(d): Exhibits (no. 24)

    Power of Attorney (Exhibit No. 24 of Item 601 of Regulation S-K),
    but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D on behalf of a party, is signed
    pursuant to a power of attorney.
	●   Certificate Administrator 
	
    Item 15: Exhibits (no. 99)
	●   Not Applicable.



 






    	 	Exhibit DD-5	 



    


    


 


	Item on Form 8-K	Party Responsible 
	Additional
    exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)	 
	
    Item 15: Exhibits (no. 100)

    XBRL-Related Documents (Exhibit No. 100 of Item 601 of Regulation
    S-K).
	●   Not Applicable.







    	 	Exhibit DD-6	 



    


    



EXHIBIT EE


ADDITIONAL
DISCLOSURE NOTIFICATION


**SEND VIA FAX TO 410-715-2380 AND VIA EMAIL TO cts.sec.notifications@wellsfargo.com
AND VIA OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW**


Computershare Trust Company, National Association, as Certificate
Administrator


9062 Old Annapolis Road


Columbia, Maryland 21045-1951


Attn: Corporate Trust Services (CMBS) – BBCMS 2022-C17

Barclays Commercial Mortgage Securities LLC, Commercial Mortgage Pass-Through Certificates, Series 2022-C17—SEC REPORT PROCESSING


RE: **Additional Form [10-D][10-K][8-K] Disclosure** Required


Ladies and Gentlemen:


In accordance with Section
[11.04] [11.05] [11.07] of the Pooling and Servicing Agreement, dated and effective as of September 1, 2022 (the “Pooling and
Servicing Agreement”), between Barclays Commercial Mortgage Securities LLC, as Depositor (the “Depositor”),
KeyBank National Association, as Master Servicer, Argentic Services Company LP, as Special Servicer, KeyBank National Association, as
Park West Village Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, the undersigned,
as [ ], hereby notifies you that certain events have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


Description of Additional Form [10-D][10-K][8-K] Disclosure:


List of any Attachments hereto to be included in the Additional
Form [10-D][10-K][8-K] Disclosure:


Any inquiries related to this notification should be directed
to [                       ],
phone number: [                       ];
email address: [                       ].


	 	 
	 	[NAME OF PARTY],
	 	as [role]
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:
	 	 	 
	cc: Depositor	 	 





 




    	 	Exhibit EE-1	 



    


    


EXHIBIT FF


None.


 


 




    	 	Exhibit FF-1	 



    


    


EXHIBIT GG


SERVICING
FUNCTION PARTICIPANTS


None.


 




    	 	Exhibit GG-1	 



    


    


EXHIBIT HH


FORM
OF ANNUAL COMPLIANCE STATEMENT


CERTIFICATION



BBCMS Mortgage Trust 2022-C17,

Commercial Mortgage Pass-Through Certificates,

Series 2022-C17 (the “Trust”)


I, [identifying the certifying
individual], on behalf of [KeyBank National Association, as Master Servicer] [Argentic Services Company LP, as Special Servicer] [KeyBank
National Association, as Park West Village Special Servicer] [Computershare Trust Company, National Association, as Certificate Administrator]
[Wilmington Trust, National Association, as Trustee] (the “Certifying Servicer”), certify to Barclays Commercial Mortgage
Securities LLC and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification,
that:


		1.	I (or Servicing Officers under my supervision) have reviewed the Certifying Servicer’s activities
[during the preceding calendar year] [between [__] and [__]] (the “Reporting Period”) and the Certifying Servicer’s
performance under the Pooling and Servicing Agreement; and



		2.	To the best of my knowledge, based on such review, the Certifying Servicer has fulfilled all of its obligations
under the Pooling and Servicing Agreement in all material respects during the Reporting Period. [To my knowledge, the Certifying Servicer
has failed to fulfill the following obligations under the Pooling and Servicing Agreement: [SPECIFY EACH SUCH FAILURE AND THE NATURE AND
STATUS THEREOF]].



	Date:		



[KeyBank
National Association, as Master 

Servicer]

[ARGENTIC SERVICES COMPANY LP, as Special 

Servicer]

[KeyBank National Association, as Park West 

Village Special Servicer]

[COMPUTERSHARE TRUST COMPANY, NATIONAL 

ASSOCIATION, as Certificate Administrator]

[WILMINGTON TRUST, NATIONAL ASSOCIATION, 

as Trustee]


	By:		
	 	Name:	 
	 	Title:	 








    	 	Exhibit HH-1	 



    


    


EXHIBIT II


FORM
OF REPORT ON ASSESSMENT OF

COMPLIANCE with SERVICING CRITERIA


[Name of Reporting Servicer] (the “Reporting
Servicer”) is responsible for assessing compliance with the servicing criteria applicable to it under paragraph (d) of
Item 1122 of Regulation AB, as of and for the 12-month period ending December 31, 20[__] (the “Reporting
Period”), as set forth in Exhibit AA to the Pooling and Servicing Agreement. The transactions covered by this report
include asset-backed securities transactions for which the Reporting Servicer acted as [a master servicer, special servicer, trustee,
certificate administrator] involving commercial mortgage loans [other than __________________1]
(the “Platform”);


The Reporting Servicer has engaged certain
vendors, which are not servicers as defined in Item 1101(j) of Regulation AB (the “Vendors”)
to perform specific, limited or scripted activities, and the Reporting Servicer elects to take responsibility for assessing compliance
with the servicing criteria or portion of the servicing criteria applicable to such Vendors’ activities as set forth on Schedule
A;


Except as set forth in paragraph 4 below, the
Reporting Servicer used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with the applicable
servicing criteria;


The criteria listed in the column titled “Inapplicable
Servicing Criteria” on Schedule A hereto are inapplicable to the Reporting Servicer based on the activities it performs, directly
or through its Vendors, with respect to the Platform;


The Reporting Servicer has complied, in all
material respects, with the applicable servicing criteria as of December 31, 20[__] and for the Reporting Period with respect to the Platform
taken as a whole[, except as described on Schedule B hereto];


The Reporting Servicer has not identified and
is not aware of any material instance of noncompliance by the Vendors with the applicable servicing criteria as of December 31, 20[__]
and for the Reporting Period with respect to the Platform taken as a whole[, except as described on Schedule B hereto];


The Reporting Servicer has not identified any
material deficiency in its policies and procedures to monitor the compliance by the Vendors with the applicable servicing criteria as
of December 31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on Schedule
B hereto]; and


 





 



1        Describe
any permissible exclusions, including those permitted under telephone interpretation 17.04 (i.e., transactions registered prior to compliance
with Regulation AB, transactions involving an offer and sale of asset-backed securities that were not required to be issued), if applicable.




    	 	Exhibit II-1	 



    


    


[____], a registered public accounting firm,
has issued an attestation report on the Reporting Servicer’s assessment of compliance with the applicable servicing criteria for
the Reporting Period.


[Date of Certification]


	 	 
	 	 
	 	[NAME OF REPORTING SERVICER]
	 	 	
	 	 	 
	 	By:	
	 		Name:
	 		Title:


 




    	 	Exhibit II-2	 



    


    


EXHIBIT JJ


CREFC®
PAYMENT INFORMATION


 


Payments shall be made to “CRE Finance Council” and sent to:


Commercial Real Estate Finance Council, Inc.


28 West 44th Street, Suite 815


New York, NY 10036


Attn: Executive Director


 


or by wire transfer to:


 


Account Name: Commercial Real Estate Finance Council (CREFC®)


Bank Name: Chase


Bank Address: 80 Broadway, New York, NY 10005


Routing Number: 021000021


Account Number: 213597397


 


 


 




    	 	Exhibit JJ-1	 



    


    


EXHIBIT KK


 


Form of
Notice of ADDITIONAL 


INDEBTEDNESS
NOTIFICATION


 


VIA E-MAIL:


To: Computershare Trust Company, National Association, as Certificate
Administrator; cts.cmbs.bond.admin@wellsfargo.com and cts.sec.notifications@wellsfargo.com 


 


Ref: BBCMS 2022-C17, Additional Debt Notice for Form 10-D


 


The following information is being furnished to you for inclusion on Form
10-D pursuant to Sections 3.18(e) and 11.04(a) of the Pooling and Servicing Agreement


 


	 	Portfolio Name	Mortgage Loan	Position in Debt Stack	Additional Debt	OPB	OPB Date	Appraised Value	Appraised Value Date	Aggregate LTV	Aggregate NCF DSCR	Aggregate NCF DSCR Date	Primary Servicer	Master Servicer	Lead Servicer	Prospectus ID
	1	BBCMS 2022-C17	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	
    $
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	2	BBCMS 2022-C17	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	
    $
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	3	BBCMS 2022-C17	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	
    $
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 





 




    	 	Exhibit KK-1	 



    


    


EXHIBIT LL


 


 


[Reserved.]


 


 




    	 	Exhibit LL-1	 



    


    


EXHIBIT MM


ADDITIONAL
DISCLOSURE NOTIFICATION (ACCOUNTS)


 


INSTRUCTIONS:


 


FOR ACCOUNT BALANCE REPORTING: SEND VIA EMAIL TO:


CTS.SEC.NOTIFICATIONS@WELLSFARGO.COM






FOR ALL OTHER NOTIFICATIONS: SEND VIA FAX, EMAIL AND OVERNIGHT MAIL
TO THE ADDRESS IMMEDIATELY BELOW**


 


Computershare Trust Company, National Association, as Certificate Administrator


9062 Old Annapolis Road


Columbia, Maryland 21045-1951


Attn: Corporate Trust Services (CMBS) – BBCMS 2022-C17—SEC
REPORT PROCESSING


E-Mail: cts.sec.notifications@wellsfargo.com


 


RE: **Additional Form [10-D][10-K][8-K] Disclosure** Required


Ladies and Gentlemen:


In accordance with Section
11.04 of the Pooling and Servicing Agreement, dated and effective as of September 1, 2022 (the “Pooling and Servicing Agreement”),
between Barclays Commercial Mortgage Securities LLC, as Depositor (the “Depositor”), KeyBank National Association,
as Master Servicer, Argentic Services Company LP, as Special Servicer, KeyBank National Association, as Park West Village Special Servicer,
Computershare Trust Company, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and
Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, the undersigned, as [ ], hereby notifies you that
certain events have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


Description of Additional Form [10-D][10-K][8-K] Disclosure:


[With respect to the Collection Account and REO Account balance
information:


	Account Name	
    Beginning Balance as of 

    MM/DD/YYYY
	
    Ending Balance as of 

    MM/DD/YYYY

	Collection Account	 	 
	REO Account	 	 


]




    	 	Exhibit MM-1	 



    


    


List of any Attachments hereto to be included in the Additional
Form [10-D][10-K][8-K] Disclosure:


Any inquiries related to this notification should be directed to
[                       ],
phone number: [         ]; email address:  [                   ].


	 	 
	 	[NAME OF PARTY],
	 	as [role]
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:
	 	 	 
	cc: Depositor	 	 





 




    	 	Exhibit MM-2	 



    


    


EXHIBIT NN


Form
of NOTICE OF PURCHASE OF [CONTROLLING CLASS CERTIFICATE][Park west village controlling class certificateholder]


[Date]






Computershare Trust Company, National Association

as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) – BBCMS 2022-C17


Email: trustadministrationgroup@wellsfargo.com and cts.cmbs.bond.admin@wellsfargo.com


 


KeyBank National Association


11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Alan Williams

Email: keybank_notices@keybank.com


 


Argentic Services Company LP


as Special Servicer


2340 Collins Avenue, Suite 700


Miami Beach, Florida 33139


Attention: Heather Bennett and Job Warshaw


Email: hbennett@lnrpartners.com, jwarshaw@lnrpartners.com and lnr.cmbs.notices@lnrproperty.com


 


Pentalpha Surveillance LLC


600 Third Avenue, 40th Floor

New York, New York, 10016

Attention: BBCMS 2022-C17 Surveillance Manager

With a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com


 




    	 	Exhibit NN-1	 



    


    


		Re:	BBCMS Mortgage Trust 2022-C17, Commercial Mortgage Pass-Through Certificates, Series
2022-C17 (the “Certificates”) issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing
Agreement”), dated and effective as of September 1, 2022, between Barclays Commercial Mortgage Securities LLC, as Depositor,
KeyBank National Association, as Master Servicer, Argentic Services Company LP, as Special Servicer, KeyBank National Association, as
Park West Village Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer.



This letter is delivered to you, pursuant to
[Section 3.23(a)][Section 3.35] of the Pooling and Servicing Agreement in connection with the transfer by ____________ (the “Transferor”)
to us (the “Transferee”) of $__________________ original principal balance in the Class [__] Certificates, representing
[_____]% of the Class [__] Certificates. The Certificates were issued pursuant to the Pooling and Servicing Agreement.


		1.	Our name and address is as follows:






	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 



Contact Info: [Tel/Email]


		2.	[IF APPLICABLE] We hereby certify, represent and warrant to you, as Certificate Administrator, that we
are purchasing a majority interest in the Class [__] Certificates, and that we are not affiliated with the Transferor. To the extent
that any Control Termination Event or Consultation Termination Event has occurred due to a waiver of a prior Class [__] Certificateholder
of its rights under the Pooling and Servicing Agreement, we hereby request that you reinstate such rights and post a “special notice”
on your website to the following effect:



“A Consultation Termination Event
or a Control Termination Event has been terminated and is no longer in effect due to a transfer of a majority interest of the Controlling
Class to an unaffiliated third party which has terminated any waiver by the prior Holder.”


All capitalized terms used
but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement.




    	 	Exhibit NN-2	 



    


    





	 	 
	 	 
	 	Very truly yours,
	 	 	 
	 	 
	 	 	(Transferee)
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:







    	 	Exhibit NN-3	 



    


    


EXHIBIT OO


FORM OF ASSET REVIEW REPORT


BY THE ASSET REPRESENTATIONS
REVIEWER1


To: [Addresses of Recipients]


		Re:	BBCMS Mortgage Trust 2022-C17, Commercial Mortgage Pass-Through Certificates, Series
2022-C17



Ladies and Gentlemen:


In accordance
with Section 12.01 of the Pooling and Servicing Agreement, dated and effective as of September 1, 2022 (the “Pooling and Servicing
Agreement”), the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”), has
performed an Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement, and
is hereby issuing the following Asset Review Report.


		1.	As described in the detailed scorecard attached hereto as Exhibit A, we have performed an Asset Review
on each Delinquent Loan identified in accordance with the Pooling and Servicing Agreement and our conclusion is that there is [no evidence
of a Test failure/evidence of [•] Test failures] with respect to the Delinquent Loans.



		2.	A conclusion by the Asset Representations Reviewer of a Test pass or a Test failure shall not constitute
a determination by the Asset Representations Reviewer of (i) the existence or nonexistence of a Material Defect, or (ii) whether the Trust
should enforce any rights it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not be sufficient to determine
every instance of noncompliance.



		3.	The Asset Representations Reviewer, other than forwarding this report to the persons listed above, will
not be required to take or participate in any other or further action with respect to the aforementioned Asset Review Report.



		4.	Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling
and Servicing Agreement.






	 	 
	 	 
	 	PENTALPHA SURVEILLANCE LLC,
	 	 	as Asset Representations Reviewer
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:





 



1
       This report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the organization
and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including without limitation,
provisions relating to Privileged Information.




    	 	Exhibit OO-1	 



    


    


Exhibit A


 


Detailed Scorecard

[Template Example Below]


	
    Test failures

     

	Loan #	Loan Name	R&W #	R&W Name	Test Description	Findings
	[Insert Loan Number]	[Insert Loan Name]	44	Cross-Collateralization	[Insert Test Description]	[Insert Test findings]
	31	Due on Sale or Encumbrance	 	 


 




    	 	Exhibit OO-2	 



    


    


 


EXHIBIT PP


FORM OF ASSET REVIEW REPORT
SUMMARY1


To: [Addresses of Recipients]


	Re:	BBCMS Mortgage Trust 2022-C17, Commercial Mortgage Pass-Through Certificates, 

  Series 2022-C17




Ladies and Gentlemen:


In accordance with Section
12.01 of the Pooling and Servicing Agreement, dated and effective as of September 1, 2022 (the “Pooling and Servicing Agreement”),
the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”), has performed an Asset Review
on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement, and is hereby issuing the following
Asset Review Report Summary.


		1.	As described in the summary scorecard attached hereto as Exhibit A, we have performed an Asset Review
on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement and our conclusion is that there
is [no evidence of a Test failure/evidence of [•] Test failures] with respect to the Delinquent Loans.



		2.	A conclusion by the Asset Representations Reviewer of a Test pass or a Test failure shall not constitute
a determination by the Asset Representations Reviewer of (i) the existence or nonexistence of a Material Defect, or (ii) whether the Trust
should enforce any rights it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not be sufficient to determine
every instance of noncompliance.



		3.	The Asset Representations Reviewer, other than forwarding this Asset Review Report Summary to the parties
listed above, will not be required to take or participate in any other or further action with respect to the aforementioned Asset Review
Report Summary.



		4.	Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling
and Servicing Agreement.






	 	PENTALPHA SURVEILLANCE LLC,
	 	 	as Asset Representations Reviewer
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:





 



1        This report is an
indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the organization and content of this
report, subject to compliance with the terms of the Pooling and Servicing Agreement, including without limitation, provisions relating
to Privileged Information.




    	 	Exhibit PP-1	 



    


    


Exhibit A


 


Summary Scorecard

[Template Example Below]


	
    Test failures

     

	Loan #	Loan Name	Mortgage Loan Seller	Representations and Warranty #	Representation and Warranty Name
	[Insert Loan #]	[Insert Loan Name]	[Insert Mortgage Loan Seller]	22	Compliance with Usury Laws
	32	Single-Purpose Entity


  




    	 	Exhibit PP-2	 



    


    


EXHIBIT QQ


ASSET REVIEW PROCEDURES


Pursuant
to the terms and subject to the conditions set
forth in the Pooling and Servicing Agreement (the “PSA”), the Asset Representations Reviewer (“Asset Representations
Reviewer”) shall perform an Asset Review with respect to each representation
and warranty made by the related Mortgage Loan Seller only with respect to each Delinquent
Loan in accordance with the procedures set forth below (each such procedure, a “Test”);
provided, however, the Asset Representations Reviewer may, but is under no obligation to, modify any Test and/or associated Review Materials
described in this Exhibit QQ if, and only to the extent, the Asset Representations Reviewer determines pursuant to the Asset Review
Standard that it is necessary to modify such Test and/or such associated Review Materials in order to facilitate its Asset Review in accordance
with the Asset Review Standard. Capitalized terms used herein
but not defined herein have the meaning set forth in the PSA or, solely with respect to
a representation and warranty, the meaning set forth
in the related mortgage loan purchase agreement (the “Mortgage Loan Purchase Agreement”).
For the avoidance of doubt, in connection with the performance of the
following Tests:


 


		(A)	With respect to any representation and warranty
that includes a knowledge qualifier (e.g., to the Mortgage Loan Seller’s knowledge,
etc.), the Asset Representations Reviewer shall not be responsible for any investigation
or review beyond that set forth in the applicable Test related to such representation and
warranty;



 


		(B)	With respect to any representation
and warranty that includes the examination
of an insurance policy or Title Policy, the Asset Representations Reviewer will be
permitted to engage a qualified consultant to perform
a review of the applicable policy, and will
be allowed to rely upon the conclusions of the consultant when making a determination
as to whether there is a Test pass.



 


		(C)	The Asset Representations Reviewer shall be under
no duty to provide or obtain a legal opinion,
legal review or legal conclusion;



 


		(D)	Unless otherwise provided in the Test,
the “as of” date for the testing of
a representation is as of the Closing Date;



 


		(E)	Unless otherwise provided in the Test, if
there is more than one version
of the same document with respect to a
particular Mortgage Loan or Mortgaged Property, the
document that will be used by the Asset Representations Reviewer in testing is the document
that is dated as of the Closing Date or, if none, the document closest prior to the Closing Date;



 


		(F)	With respect to each representation
and warranty and its related Test(s), the Asset
Representations Reviewer shall take into account
any exceptions to such representation and warranty
described in the Mortgage Loan Purchase Agreement with respect to
a Mortgage Loan, and a Test pass shall
be deemed to have occurred with respect to such Test if the sole reason for not satisfying the applicable
Test is





    	 	Exhibit QQ-1	 



    


    


caused
by such exception(s);


 


		(G)	Evidence of a failure of a Test could result from (i) an affirmative determination by the Asset
Representations Reviewer that the Test failed to achieve a Test pass, or (ii) a determination by Asset Representations Reviewer that the
documentation included in the Review Materials (after making such request for any missing documents in the manner provided for in the
PSA) is not sufficient to perform the Test; and







		(H)	A determination by the Asset Representations Reviewer of a Test pass or a Test failure shall
not constitute a determination by the Asset Representations Reviewer of (i) the existence or nonexistence of a Material Defect, or (ii)
whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller.



The Asset Representations Reviewer
will only be required to perform the Tests described in this Exhibit QQ, and will not be obligated to perform additional procedures
on any Delinquent Loan, even if a different set of procedures or Review Materials could produce a different outcome. Notwithstanding the
required Tests, the Asset Representations Reviewer will not be required to review any information other than (1) Review Materials specified
in the related Test and (2) if applicable, Unsolicited Information. The Asset Representations Reviewer may, but is under no obligation
to, consider Unsolicited Information relevant to the Tests subject to the terms of the PSA. If the Asset Representations Reviewer considers
Unsolicited Information, the Asset Representations Reviewer shall take into account such Unsolicited Information, in addition to the Review
Materials referred to in the applicable Test(s) procedure when making a determination as to whether there is a Test pass.


 


	

Representations and 

Warranties	          	Test	Review Materials
	1. Whole Loan; Ownership of Mortgage Loans. Except with respect to a Mortgage Loan that is part of a Whole Loan, each Mortgage Loan is a whole loan and not a participation interest in a mortgage loan.  At the time of the sale, transfer and assignment to the depositor, no Mortgage Note or Mortgage was subject to any assignment (other than assignments to the Mortgage Loan Seller or (with respect to any Non-Serviced Mortgage Loan) to the related Non-Serviced Trustee for the related non-serviced securitization trust), participation (it being understood that a Mortgage Loan that is part of a Whole Loan does not constitute a 	1a	Review the amounts listed on the original Mortgage Note and Mortgage for an indication that they match the amounts listed on the Mortgage Loan Schedule.  If the amounts are the same, then such Mortgage Loan would be considered a Whole Loan. If there is more than one property then the Mortgage for each Mortgaged Property would need to be 	Mortgage; Mortgage Note; Loan agreement related to the Mortgage Loan (“Loan Agreement”); Mortgage Loan guaranty; Assignment of Leases; and Environmental Indemnity Agreement (collectively, the “Mortgage Loan Documents”); Mortgage Loan Schedule.




    	 	Exhibit QQ-2	 



    


    




 


	Representations
and 

Warranties	          	Test	Review Materials
	participation)
    or pledge, and the Mortgage Loan Seller had good title to, and was the sole owner of, each Mortgage Loan free and clear of any and
    all liens, charges, pledges, encumbrances, participations (other than with respect to agreements among noteholders with respect to
    a Whole Loan), any other ownership interests and other interests on, in or to such Mortgage Loan other than any servicing rights
    appointment, subservicing or similar agreement.  The Mortgage Loan Seller has full right and authority to sell, assign
    and transfer each Mortgage Loan, and the assignment to the depositor constitutes a legal, valid and binding assignment of such Mortgage
    Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such Mortgage Loan.	 	aggregated.
    If identified as such, it will be a Test pass.	 
	1b	Review
    any notice previously delivered by the master servicer or the special servicer, as applicable, of any alleged defect or breach with
    respect to any Delinquent Loan (collectively, the “MS Servicer Notices”) for notation of any Mortgage Note or
    Mortgage that was subject to any assignment (other than assignments to the Mortgage Loan Seller or, with respect to any Non-Serviced
    Mortgage Loan, to the related Non-Serviced Trustee for the non-serviced securitization trust), participation or pledge, or that the
    Mortgage Loan Seller did not have good title to, and was the sole owner of, each Mortgage Loan free and clear of any and all liens,
    charges, pledges, encumbrances, participations, any other ownership interests on, in or to such Mortgage Loan other than any servicing
    rights appointment or similar agreement. If no such notation is found, it will be 	MS
    Servicer Notices



 






    	 	Exhibit QQ-3	 



    


    

 


	Representations
and 

Warranties	          	Test	Review Materials
	 	 	a
    Test pass.	 
	1c	Review
    the MS Servicer Notices for notation of any claim or assertion regarding the Mortgage Loan Seller not having the full right and authority
    to sell, assign and transfer the Mortgage Loan. If such notation is not found, it will be a Test pass.	MS
    Servicer Notices
	1d	Review
    the MS Servicer Notices for notation of any claim or assertion regarding the assignment to the depositor not constituting a legal,
    valid and binding assignment of such Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of
    any nature encumbering such Mortgage Loan. If such notation is not found, it will be a Test pass.	MS
    Servicer Notices
	2. Loan Document Status. Each related Mortgage Note, Mortgage, Assignment of Leases (if a separate instrument), guaranty and other agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such Mortgage Loan is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any 	2a 	Review the opinion of Mortgagor’s counsel (“Mortgagor’s Counsel Opinion”) for an indication that it contains language that the related Mortgage Note, Mortgage, Assignment of Leases (if a separate instrument), guaranty and other agreement	Mortgagor’s Counsel Opinion




    	 	Exhibit QQ-4	 



    


    


 





	Representations
and 

Warranties	          	Test	Review Materials
	applicable
state anti-deficiency or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms,
except as such enforcement may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar
laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at law) and except that certain provisions in such Mortgage Loan documents (including,
without limitation, provisions requiring the payment of default interest, late fees or prepayment premium/yield maintenance charge) may
be further limited or rendered unenforceable by applicable law, but (subject to the limitations set forth above) such limitations or
unenforceability will not render such Mortgage Loan documents invalid as a whole or materially interfere with the Mortgagee’s realization
of the principal benefits and/or security provided thereby (clauses (i) and (ii) collectively, the “Standard Qualifications”).
Except as set forth in the immediately preceding sentence, there is no valid offset, defense, counterclaim or right of rescission available
to the related Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Mortgage Loan documents, including, without
limitation, any such valid offset, defense, counterclaim or right based on intentional fraud by Mortgage Loan Seller in connection with
the origination of the Mortgage Loan, that 		executed
by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such Mortgage Loan is the legal, valid and binding
obligation of the related Mortgagor, guarantor or other obligor (subject to any non-recourse provisions contained in any of the foregoing
agreements and any applicable state anti- deficiency or market value limit deficiency legislation), as applicable, and is enforceable
in accordance with its terms, except as specified in representation and warranty 2. If such indication exists, it will be a Test pass.	
	2b	Review the MS Servicer Notices for notation of any valid offset, defense, counterclaim or right of rescission available to the related Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Mortgage Loan Documents, including, without limitation, any such valid offset, defense, counterclaim or right based on 	MS Servicer Notices




    	 	Exhibit QQ-5	 



    


    


 


	Representations
and 

Warranties	          	Test	Review Materials
	would
    deny the Mortgagee the principal benefits intended to be provided by the Mortgage Note, Mortgage or other Mortgage Loan documents.	 	intentional
    fraud by the Mortgage Loan Seller in connection with the origination of the Mortgage Loan, that would deny the Mortgagee (as defined
    in the related Mortgage Loan Purchase Agreement) the principal benefits intended to be provided by the Mortgage Note, Mortgage or
    other Mortgage Loan Documents. If no such notation is found, it will be a Test pass.	 
	3. Mortgage Provisions. The Mortgage Loan documents for each Mortgage Loan, together with applicable state law, contain provisions that render the rights and remedies of the holder thereof adequate for the practical realization against the Mortgaged Property of the principal benefits of the security intended to be provided thereby, including realization by judicial or, if applicable, non-judicial foreclosure subject to the limitations set forth in the Standard Qualifications.	3	Review the Mortgage Loan Documents and Mortgagor’s Counsel Opinion for an indication that the Mortgage Loan Documents contain provisions that render the rights and remedies of the holder thereof adequate for the practical realization against the Mortgaged Property of the principal benefits of the security intended to be provided thereby, including realization by judicial or, if applicable, non-judicial foreclosure subject to the limitations set forth in the Standard Qualifications. If such indication 	Mortgage Loan Documents; Mortgagor’s Counsel Opinion



 






    	 	Exhibit QQ-6	 



    


    

 


	Representations
and 

Warranties	          	Test	Review Materials
	 	 	exists,
    it will be a Test pass.	 
	4. Hospitality Provisions.  The Mortgage Loan documents for each Mortgage Loan that is secured by a hospitality property operated pursuant to a franchise agreement includes an executed comfort letter or similar agreement signed by the Mortgagor and franchisor of such property enforceable by the issuing entity against such franchisor, either directly or as an assignee of the originator. The Mortgage or related security agreement for each Mortgage Loan secured by a hospitality property creates a security interest in the revenues of such property for which a UCC financing statement has been filed in the appropriate filing office.	4a	Review the appraisals to determine if any of the properties are specifically identified as hospitality properties.  If so, review the Mortgage File to determine if there exists a franchise agreement and executed comfort letter or other similar agreement signed by the Mortgagor and franchisor that is enforceable by the issuing entity against such franchisor, either directly or as an assignee of the originator.  If so determined with respect to each part of the Test, it will be a Test pass.	Appraisal; franchise agreement; Comfort letter or similar agreement signed by or from such franchisor
	4b	If
    the appraisals specifically identify any Mortgaged Properties as hospitality properties, review the security agreement for each Mortgaged
    Property to determine if there are provisions related to creating a security interest in the revenues of such property.  Also,
    review the Mortgage File to determine if there exist filed copies	UCC
    filing; Appraisal; Mortgage File




    	 	Exhibit QQ-7	 



    


    


 


	Representations
and 

Warranties	          	Test	Review Materials
	 		(bearing evidence of filing) or evidence of filing of any related UCC financing statements, related amendments and continuation statements.  If so determined with respect to each part of this Test, it will be a Test pass.	
	
    5. Mortgage Status; Waivers and Modifications. Since origination
    and except by written instruments set forth in the related Mortgage File or as otherwise provided in the related Mortgage Loan documents
    (a) (1) there has been no forbearance, waiver or modification of the material terms of the Mortgage Loan which such forbearance, waiver
    or modification relates to the COVID-19 emergency, (2) as of the Cut-off Date to the knowledge of the Mortgage Loan Seller, after due
    inquiry, there has been no request for a forbearance, waiver or modification of the material terms of the Mortgage Loan, which such request
    relates to the COVID-19 emergency and (3) other than as related to the COVID-19 emergency, the material terms of such Mortgage, Mortgage
    Note, Mortgage Loan guaranty and related Mortgage Loan documents have not been waived, impaired, modified, altered, satisfied, canceled,
    subordinated or rescinded in any respect which materially interferes with the security intended to be provided by such Mortgage; (b) no
    related Mortgaged Property or any portion thereof has been released from the lien of the 

     
	5a	Review the MS Servicer Notices and Mortgage Loan Documents for an indication that the material terms of such documents have been waived, impaired, modified, altered, satisfied, cancelled, subordinated or rescinded in any respect which materially interferes with the security intended to be provided by such Mortgage, except by written instruments set forth in the related Mortgage File.  If no such indication is found, it will be a Test pass.	Mortgage Loan Documents; MS Servicer Notices
	5b	Review the MS Servicer Notices and Mortgage Loan Documents for an indication that a related Mortgaged Property or any portion thereof has been released from the lien of the related Mortgage in any manner which materially interferes with the	MS Servicer Notices; Mortgage Loan Documents



 






    	 	Exhibit QQ-8	 



    


    

 


	Representations
and 

Warranties	          	Test	Review Materials
	related
    Mortgage in any manner which materially interferes with the security intended to be provided by such Mortgage or the use or operation
    of the remaining portion of such Mortgaged Property; and (c) neither the Mortgagor nor the guarantor has been released from its material
    obligations under the Mortgage Loan. With respect to each Mortgage Loan, except as contained in a written document included in the
    Mortgage File, there have been no modifications, amendments or waivers, that could be reasonably expected to have a material adverse
    effect on such Mortgage Loan that have been consented to by the Mortgage Loan Seller on or after the Cut-off Date.	 	security
    intended to be provided by such Mortgage or the use or operation of the remaining portion of such Mortgaged Property except by written
    instruments set forth in the related Mortgage File. If no such indication is found, it will be a Test pass.	 
	5c	Review the MS Servicer Notices and Mortgage Loan Documents for notation that neither Mortgagor nor guarantor has been released from its material obligations under the Mortgage Loan except by written instruments set forth in the related Mortgage File. If no such notation is found, it will be a Test pass.	MS Servicer Notices; Mortgage Loan Documents
	5d	Review the MS Servicer Notices and Mortgage Loan Documents for notation of a modification, amendment or waiver that could be reasonably expected to have a material adverse effect on such Mortgage Loan that was consented to by the Mortgage Loan Seller on or after the Cut-off Date. If no such notation is found, it will be a Test pass.	MS Servicer Notices; Mortgage Loan Documents




    	 	Exhibit QQ-9	 



    


    


 


	Representations
and 

Warranties	          	Test	Review Materials
	6. Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its affiliate, as applicable.  Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor.  Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to representation and warranty 7 below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications.  Such Mortgaged Property (subject to Permitted Encumbrances and Title Exceptions) as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free and clear of any recorded mechanics’ or materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage 	6a	Review the MS Servicer Notices for a notation or other indication of any claim or assertion regarding any endorsement or assignment of Mortgage or Assignment of Leases not constituting a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliate, as applicable, subject to the Insolvency Qualifications. If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	6b	Review the related Mortgage and the Assignment of Leases for each property for provisions to the effect that the related Mortgage and Assignment of Leases is not freely assignable without the consent of the related Mortgagor. If no such provision is found, it will be a Test pass.	Mortgage; Assignment of Leases
	6c	Review the Title Policy (as defined in representation and warranty 7) to determine if the related Mortgage is a first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan 	Title Policy; Mortgage; Mortgage Loan Schedule



 






    	 	Exhibit QQ-10	 



    


    

 


	Representations
and 

Warranties	          	Test	Review Materials
	(which
    lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded
    over, escrowed for or insured against by the applicable Title Policy (as described below), and as of origination and, to the Mortgage
    Loan Seller’s knowledge, as of the Cut-off Date, no rights exist which under law could give rise to any such lien or encumbrance
    that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured
    against by the applicable Title Policy.  Notwithstanding anything herein to the contrary, no representation is made
    as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such
    items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.	 	Schedule,
    leasehold) interest in the Mortgaged Property.  Compare the amount of the Title Policy to the principal amount of the
    Mortgage Loan or allocated loan amount to determine whether they are equivalent. If each such determination is made, it will be a
    Test pass.	 
	6d	Review the Title Policy to determine if the Mortgaged Property was free and clear of any recorded mechanics’ or materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (other than Permitted Encumbrances, Title Exceptions and those which are bonded over, escrowed for or insured against by the applicable Title Policy). If so determined, it will be a Test pass.	Title Policy
	6e	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion that, as of the Cut-off Date, the Mortgage Loan
    Seller had knowledge that the Mortgaged Property was not	MS
    Servicer Notices




    	 	Exhibit QQ-11	 



    


    


 


	Representations
and 

Warranties	          	Test	Review Materials
	 		 free and clear of any recorded mechanics’ or materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan) (other than Permitted Encumbrances, Title Exceptions and those which are bonded over, escrowed for or insured against by the applicable Title Policy). If such a notation or other indication is not found, it will be a Test pass.	
	6f	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion that, subject to the rights of tenants, there
    are rights existing which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien
    of the related Mortgage, except for Permitted Encumbrances and those which are bonded over, escrowed for or insured against by	MS
    Servicer Notices




    	 	Exhibit QQ-12	 



    


    


 


	Representations
and 

Warranties	          	Test	Review Materials
	 		the applicable Title Policy. If such a notation or other indication is not found, it will be a Test pass.	
	6g	Review the MS Servicer Notices for a notation or other indication of any claim or assertion that the Mortgage Loan Seller did not have legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold), interest in the Mortgaged Property or good and marketable title free and clear of any pledge, lien, encumbrance or security interest. If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	7.
    Permitted Liens; Title Insurance. Each Mortgaged Property securing a Mortgage Loan is covered by an American Land Title Association
    loan title insurance policy or a comparable form of loan title insurance policy approved for use in the applicable jurisdiction (or,
    if such policy is yet to be issued, by a pro forma policy, a preliminary title policy or a “marked up” commitment, in
    each case with escrow instructions and binding on the title insurer) (the “Title Policy”) in the original principal
    amount of such Mortgage Loan (or with respect	7a	Review
    the Title Policy to determine if it is an American Land Title Association loan title insurance policy or another comparable form
    of loan title insurance policy approved for use in the applicable jurisdiction. Review the Mortgage Loan Documents to determine if
    the amount of the policy covers the amount of the	Title
    Policy; Mortgage Loan Documents




    	 	Exhibit QQ-13	 



    


    


 


	Representations
and 

Warranties	          	Test	Review Materials
	to
a Mortgage Loan secured by multiple properties, an amount equal to at least the allocated loan amount with respect to the Title Policy
for each such property) after all advances of principal (including any advances held in escrow or reserves), that insures for the benefit
of the owner of the indebtedness secured by the Mortgage, the first-priority lien of the Mortgage (which lien secures the related Whole
Loan, in the case of a Mortgage Loan that is part of a Whole Loan), which lien is subject only to (a) the lien of current real property
taxes, water charges, sewer rents and assessments not yet due and payable; (b) covenants, conditions and restrictions, rights of way,
easements and other matters of public record specifically identified in the Title Policy; (c) the exceptions (general and specific) and
exclusions set forth in such Title Policy; (d) other matters to which like properties are commonly subject; (e) the rights of tenants
(as tenants only) under leases (including subleases) pertaining to the related Mortgaged Property; (f) if the related Mortgage Loan constitutes
a cross collateralized Mortgage Loan, the lien of the Mortgage for another Mortgage Loan contained in the same cross collateralized group
of Mortgage Loans, and (g) condominium declarations of record and identified in such Title Policy, provided that none of clauses (a)
through (g), individually or in the aggregate, materially and adversely interferes with the value or principal use of the Mortgaged Property,
the security intended 		Mortgage Loan, or for multiple properties, an amount equal to the allocated loan amount after all advances of principal. If so determined with respect to each part of this Test, it will be a Test pass.	
	7b	Review the Title Policy to determine if the first-priority lien of the Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan) is subject only to Permitted Encumbrances, as defined in representation and warranty 7. If so determined, it will be a Test pass.	Title Policy
	7c	Review the Title Policy to determine if any Permitted Encumbrance is a mortgage lien that is senior to or coordinate and co-equal to the lien of the related Mortgage, other than as contemplated by item (f) in the definition of Permitted Encumbrances.  If not so determined, it will be a Test pass.	Title Policy
	7d	Review the Title Policy and MS Servicer Notices 	Title Policy; MS Servicer Notices



 






    	 	Exhibit QQ-14	 



    


    

 


	Representations
and 

Warranties	          	Test	Review Materials
	to
    be provided by such Mortgage, or the current ability of the related Mortgaged Property to generate net cash flow sufficient to service
    the related Mortgage Loan or the Mortgagor’s ability to pay its obligations when they become due (collectively, the “Permitted
    Encumbrances”).  For purposes of clause (a) of the immediately preceding sentence, any such taxes, assessments
    and other charges shall not be considered due and payable until the date on which interest and/or penalties would be payable thereon.  Except
    as contemplated by clause (f) of the second preceding sentence none of the Permitted Encumbrances are mortgage liens that are senior
    to or coordinate and co-equal with the lien of the related Mortgage.  Such Title Policy (or, if it has yet to be issued,
    the coverage to be provided thereby) is in full force and effect, all premiums thereon have been paid and no claims have been made
    by the Mortgage Loan Seller thereunder and no claims have been paid thereunder.  Neither the Mortgage Loan Seller,
    nor to the Mortgage Loan Seller’s knowledge, any other holder of the Mortgage Loan, has done, by act or omission, anything
    that would materially impair the coverage under such Title Policy.  Each Title Policy contains no exclusion for, or
    affirmatively insures (except for any Mortgaged Property located in a jurisdiction where such affirmative insurance is not available
    in which case such exclusion may exist), that the Mortgaged Property shown on the survey is the same as the property legally described
    in 	 	for
    a notation or other indication that the coverage is not in full force and effect, that all premiums thereon have not been paid or
    that claims have been made by the Mortgage Loan Seller. If no such notation or other indication is found, it will be a Test pass.	 
	7e	Review the MS Servicer Notices for a notation or other indication that the Mortgage Loan Seller, or any other holder of the Mortgage Loan, has done, by act or omission, anything that would materially impair the coverage under such policy. If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	7f	Review
    the Title Policy to determine if the Title Policy contains no exclusion for, or affirmatively insures (except for any Mortgaged Property
    located in a jurisdiction where such affirmative insurance is not available in which case such exclusion may exist), that the Mortgaged
    Property shown on the survey is the same as the	Title
    Policy




    	 	Exhibit QQ-15	 



    


    


 


	Representations
and 

Warranties	          	Test	Review Materials
	the
    Mortgage. 		property
    legally described in the Mortgage. If so determined, it will be a Test pass.	
	8. Junior Liens. It being understood that B notes secured by the same Mortgage as a Mortgage Loan are not subordinate mortgages or junior liens, except for any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan, as of the Cut-off Date there are no subordinate mortgages or junior mortgage liens encumbering the related Mortgaged Property other than Permitted Encumbrances, mechanics’ or materialmen’s liens (which are the subject of representation and warranty 6 above), and equipment and other personal property financing.  The Mortgage Loan Seller has no knowledge of any mezzanine debt secured directly by interests in the related Mortgagor other than as set forth on Exhibit C-32-1 to the applicable Mortgage Loan Purchase Agreement.	8a	Review the Title Policy to determine if there is any subordinate mortgage or junior lien encumbering the related Mortgaged Property, except for any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan. If not so determined, it will be a Test pass.	Title Policy
	8b	Review the Title Policy to determine if, as of the Cut-off Date, there are no subordinate mortgages or junior mortgage liens encumbering the related Mortgaged Property other than Permitted Encumbrances, mechanics’ or materialmen’s liens and equipment and other personal property financing. If so determined, it will be a Test pass.	Title Policy
	8c	Review
    the MS Servicer Notices for a notation or other indication that the Mortgage Loan Seller had knowledge of any mezzanine debt secured
    directly by interests in the Mortgagor other	MS
    Servicer Notices




    	 	Exhibit QQ-16	 



    


    


 


	Representations
and 

Warranties	          	Test	Review Materials
	 		 than those set forth on Exhibit C-32-1 to the applicable Mortgage Loan Purchase Agreement. If such a notation or other indication is not found, it will be a Test pass.	
	9. Assignment of Leases and Rents. There exists as part of the related Mortgage File an Assignment of Leases (either as a separate instrument or incorporated into the related Mortgage).  Subject to the Permitted Encumbrances and Title Exceptions (and, in the case of a Mortgage Loan that is part of a Whole Loan, subject to the related Assignment of Leases constituting security for the entire Whole Loan), each related Assignment of Leases creates a valid first-priority collateral assignment of, or a valid first-priority lien or security interest in, rents and certain rights under the related lease or leases, subject only to a license granted to the related Mortgagor to exercise certain rights and to perform certain obligations of the lessor under such lease or leases, including the right to operate the related leased property, except as the enforcement thereof may be limited by the Standard Qualifications.  The related Mortgage or related Assignment of Leases, subject to applicable law and the Standard Qualifications, provides that, upon an event of default under the Mortgage Loan, a receiver may be appointed for the collection of rents or for the related Mortgagee to enter into possession to collect the rents or for rents to be paid directly 	9a	Review the Mortgage File to determine if an Assignment of Leases (either as a separate instrument or incorporated into the related Mortgage) is in the Mortgage File. If so determined, it will be a Test pass.	Mortgage File; Assignment of Leases
	9b	Review the Title Policy to determine if the Mortgage, or any related Assignment of Leases, has been recorded, and creates a valid first-priority collateral assignment of, or a valid first-priority lien or security interest in, rents and certain rights under the related lease or leases, subject only to a license granted to the related Mortgagor to exercise certain rights and to perform certain obligations of the lessor under such lease or leases, including the right to operate the related leased property, except as

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 
	Title
    Policy; Mortgage; Assignment of Leases




    	 	Exhibit QQ-17	 



    


    


 


	Representations
and 

Warranties	          	Test	Review Materials
	to
    the Mortgagee. 		the
    enforcement thereof may be limited by the Standard Qualifications. If so determined with respect to each part of this Test, it will
    be a Test pass.	
	9c 	Review the Assignment of Leases (either as a separate instrument or incorporated into the related Mortgage) to determine if the related Mortgage, or related Assignment of Leases, subject to applicable law and the Standard Qualifications, provides that upon an event of default under the Mortgage Loan, a receiver may be appointed for the collection of rents or for the related Mortgagee to enter into possession to collect the rents or for rents or for the related Mortgagee to enter into possession to collect the rents or for rents to be paid directly to the Mortgagee. If so determined, it will be a Test pass.	Assignment of Leases; Mortgage
	10.
    Financing Statements. Subject to the Standard Qualifications, each Mortgage Loan or related security agreement establishes
    a valid security interest in, and a UCC-1 financing statement has been filed and/or recorded (or, in the	10a	Review
    the MS Servicer Notices for a notation or other indication of inappropriately filed or nonexistent UCC-1 financing statements. If
    such	MS
    Servicer Notices




    	 	Exhibit QQ-18	 



    


    


 


	Representations
and 

Warranties	          	Test	Review Materials
	case
of fixtures, the Mortgage constitutes a fixture filing) in all places necessary at the time of the origination of the Mortgage Loan (or,
if not filed and/or recorded, has submitted or caused to be submitted in proper form for filing and/or recording) to perfect a valid
security interest in, the personal property (creation and perfection of which is governed by the UCC) owned by the Mortgagor and necessary
to operate such Mortgaged Property in its current use other than (1) non-material personal property, (2) personal property subject to
purchase money security interests and (3) personal property that is leased equipment.  Each UCC-1 financing statement,
if any, filed with respect to personal property constituting a part of the related Mortgaged Property and each UCC-3 assignment, if any,
filed with respect to such financing statement was in suitable form for filing in the filing office in which such financing statement
was filed.  Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security
interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing
of Uniform Commercial Code financing statements is required to effect such perfection.		a notation or other indication is not found, it will be a Test pass.	
	10b	Review the MS Servicer Notices for notation or other indication that the UCC-1, UCC-2 and UCC-3 statements were not in suitable form for filing. If such a notation or other indication is not found, it will be a Test pass.

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 
	MS Servicer Notices
	11.
    Condition of Property. The Mortgage Loan Seller or the originator of the Mortgage Loan inspected or caused to be inspected
    each related Mortgaged Property within six months of origination of the Mortgage Loan and within twelve months of the Cut-off	11a	Review
    the engineering report or property condition assessment in the Mortgage File to determine if it is dated within six months of the	Engineering
    report; Property condition assessment




    	 	Exhibit QQ-19	 



    


    





	Representations
and 

Warranties	          	Test	Review Materials
	
    Date.

     

    An engineering report or property condition assessment was prepared in
    connection with the origination of each Mortgage Loan no more than twelve months prior to the Cut-off Date. To the Mortgage Loan Seller’s
    knowledge, based solely upon due diligence customarily performed in connection with the origination of comparable mortgage loans, as of
    the Closing Date, each related Mortgaged Property was free and clear of any material damage (other than (i) deferred maintenance for which
    escrows were established at origination and (ii) any damage fully covered by insurance) that would affect materially and adversely the
    use or value of such Mortgaged Property as security for the Mortgage Loan.
		origination date, and within twelve months of the Cut-off Date. If so determined, it will be a Test pass.	
	11b	Review the engineering report or property condition assessment in the Mortgage File to determine if it was dated no more than twelve months prior to the Cut-off Date.  Review the engineering report to confirm that each related Mortgaged Property is free of material damage. If so determined with respect to each part of the Test, it will be a Test pass.	Engineering report; Property condition assessment
	11c	Review
    the MS Servicer Notices for a notation or other indication that the Mortgage Loan Seller had knowledge of issues with the physical
    condition of the Mortgaged Property that the Mortgage Loan Seller believed would have a material adverse effect on the value or use
    of the Mortgaged Property other than those disclosed in the most recently dated engineering report or Servicing File and those addressed
    in sub-clauses (i) and (ii)	MS
    Servicer Notices




    	 	Exhibit QQ-20	 



    


    


 


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and 

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	 		of representation and warranty 11. If such a notation or other indication is not found, it will be a Test pass.	
	12. Taxes and Assessments. As of the date of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, all taxes, governmental assessments and other outstanding governmental charges (including, without limitation, water and sewage charges) due with respect to the Mortgaged Property (excluding any related personal property) securing a Mortgage Loan that is or could become a lien on the related Mortgaged Property that became due and owing prior to the Cut-off Date with respect to each related Mortgaged Property have been paid, or, if the appropriate amount of such taxes or charges is being appealed or is otherwise in dispute, the unpaid taxes or charges are covered by an escrow of funds or other security sufficient to pay such tax or charge and reasonably estimated interest and penalties, if any, thereon.  For purposes of this representation and warranty, any such taxes, assessments and other charges shall not be considered due and payable until the date on which interest and/or penalties would be payable thereon.	12	Review the MS Servicer Notices for a notation or other indication that all taxes, governmental assessments and other outstanding governmental charges  (including, without limitation, water and sewage charges) due with respect to the Mortgaged Property (excluding any related personal property) securing a Mortgage Loan that is or could become a lien on the related Mortgage Property that became due and owing prior to the Cut-off Date with respect to the Mortgaged Property have not been paid, or if the appropriate amount of such taxes or charges is being appealed or is otherwise in dispute, the unpaid taxes or charges were not covered by an escrow of funds or other security sufficient to pay such tax or charge and reasonably estimated interest 	MS Servicer Notices



 






    	 	Exhibit QQ-21	 



    


    

 


	Representations
and 

Warranties	          	Test	Review Materials
	 	 	and
    penalties, if any, thereon. If such a notation or other indication is not found, it will be a Test pass.	 
	13. Condemnation. As of the date of origination and to the Mortgage Loan Seller’s knowledge as of the Cut-off Date, there is no proceeding pending and, to the Mortgage Loan Seller’s knowledge as of the date of origination and as of the Cut-off Date, there is no proceeding threatened for the total or partial condemnation of such Mortgaged Property that would have a material adverse effect on the value, use or operation of the Mortgaged Property.	13	Review the MS Servicer Notices for a notation or other indication of any proceeding pending or threatened for the total or partial condemnation of such Mortgaged Property as of the Cut-off date, or for a notation or other indication that the Mortgage Loan Seller had knowledge as of the Cut-off of any such proceeding that would have a material adverse effect on the value, use or operation of the Mortgaged Property. If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	14.
    Actions Concerning Mortgage Loan. To the Mortgage Loan Seller’s knowledge, based on evaluation of the Title Policy (as
    defined in representation and warranty 7), an engineering report or property condition assessment as described in representation
    and warranty 11, applicable local law compliance materials as described in representation and warranty 25, and the ESA (as defined
    in representation and warranty 41), as of origination there was no pending or filed action, suit or proceeding, arbitration or	14a	Review
    the Mortgage Loan Documents, the Mortgagor’s Counsel Opinion and the MS Servicer Notices for an indication of pending or filed
    action, suit or proceeding, arbitration or governmental investigation involving any Mortgagor, guarantor, or Mortgagor’s	Mortgage
    Loan Documents; Mortgagor’s Counsel Opinion; MS Servicer Notices




    	 	Exhibit QQ-22	 



    


    


 


	Representations
and 

Warranties	          	Test	Review Materials
	governmental
investigation involving any Mortgagor, guarantor, or Mortgagor’s interest in the Mortgaged Property, an adverse outcome of which
would reasonably be expected to materially and adversely affect (a) such Mortgagor’s title to the Mortgaged Property, (b) the validity
or enforceability of the Mortgage, (c) such Mortgagor’s ability to perform under the related Mortgage Loan, (d) such guarantor’s
ability to perform under the related guaranty, (e) the principal benefit of the security intended to be provided by the Mortgage Loan
documents, (f) the current ability of the Mortgaged Property to generate net cash flow sufficient to service such Mortgage Loan, or (g)
the current principal use of the Mortgaged Property.		 interest in the Mortgaged Property that existed on the origination date. If such an indication is not found, it will be a Test pass.	
	14b	Review the MS Servicer Notices to determine if an adverse outcome of any such pending, filed or threatened action, suit or proceeding, arbitration or governmental investigation involving any Mortgagor, guarantor, or Mortgaged Property would reasonably be expected to adversely affect the matters set forth in clauses (a)-(g) of representation and warranty 14. If any such adverse outcome would not reasonably be expected to adversely affect the matters set forth in clauses (a)-(g) of representation and warranty 14, it will be a Test pass.	MS Servicer Notices
	15.
    Escrow Deposits. All escrow deposits and escrow payments currently required to be escrowed with the Mortgagee pursuant to
    each Mortgage Loan (including capital improvements and environmental remediation reserves) are in the possession, or under the control,
    of the Mortgage Loan Seller or its servicer, and there are no	15a 	Review
    the MS Servicer Notices for a notation or other indication of any escrow deposits and escrow payments required to be escrowed with
    the Mortgagee pursuant to each Mortgage Loan not  	MS
    Servicer Notices 




    	 	Exhibit QQ-23	 



    


    


 


	Representations
and 

Warranties	          	Test	Review Materials
	delinquencies
(subject to any applicable grace or cure periods) in connection therewith, and all such escrows and deposits (or the right thereto) that
are required under the related Mortgage Loan documents are being conveyed by the Mortgage Loan Seller to the depositor or its servicer
(or, in the case of a Non-Serviced Mortgage Loan, to the related depositor under the Non-Serviced PSA or Non-Serviced Master Servicer
for the related non-serviced securitization trust).		in the servicer’s possession or control. If such a notation or other indication is not found, it will be a Test pass.	
	15b	Review the Diligence File and the MS Servicer Notices to determine if all escrows and deposits required pursuant to the Mortgage Loan have been conveyed by the Mortgage Loan Seller to the depositor or its servicer (or, in the case of a Non-Serviced Mortgage Loan, to the related depositor under the Non-Serviced PSA or Non-Serviced Master Servicer for the related non-serviced securitization trust). If so determined, it will be a Test pass.	Diligence File; MS Servicer Notices
	16.
    No Holdbacks. The principal amount of the Mortgage Loan stated on the Mortgage Loan Schedule has been fully disbursed as of
    the Closing Date and there is no requirement for future advances thereunder (except in those cases where the full amount of the Mortgage
    Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts pending the satisfaction of certain conditions
    relating to leasing, repairs, occupancy, performance or other matters with respect to the related	16a	Review
    the Mortgage Loan Schedule, Loan Agreement, Mortgage Note and origination settlement statement to determine if the principal amount
    of the Mortgage Loan was fully disbursed as of the Closing Date. If so determined, it will be a Test pass.	Mortgage
    Loan Schedule; Loan Agreement; Mortgage Note; and Origination settlement statement
	16b	Review
    the Mortgage Loan	Mortgage
    Loan Documents




    	 	Exhibit QQ-24	 



    


    


 


	Representations
and 

Warranties	          	Test	Review Materials
	Mortgaged
    Property, the Mortgagor or other considerations determined by the Mortgage Loan Seller to merit such holdback).		Documents
    to determine if there is no requirement for future advances by the Mortgagee (except in those cases where the full amount of the
    Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts pending the satisfaction of certain
    conditions relating to leasing, repairs, occupancy, performance or other matters with respect to the related Mortgaged Property,
    the Mortgagor or other considerations determined by the Mortgage Loan Seller to merit such holdback). If so determined, it will be
    a Test pass.	
	17.
    Insurance. Each related Mortgaged Property is, and is required pursuant to the related Mortgage to be, insured by a property
    insurance policy providing coverage for loss in accordance with coverage found under a “special cause of loss form” or
    “all risk form” that includes replacement cost valuation issued by an insurer meeting the requirements of the related
    Mortgage Loan documents and having a claims-paying or financial strength rating meeting the Insurance Rating Requirements (as defined
    below), in an amount (subject to customary deductibles) not less than the lesser of (1) the original principal balance of the	17a	Review
    the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies and/or
    certificates of insurance) to determine if it shows that the related Mortgaged Property is insured by a property insurance policy
    providing coverage for loss in accordance with coverage found	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)




    	 	Exhibit QQ-25	 



    


    


 





	Representations
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    Mortgage Loan and (2) the full insurable value on a replacement cost
basis of the improvements, furniture, furnishings, fixtures and equipment owned by the Mortgagor included in the Mortgaged Property (with
no deduction for physical depreciation), but, in any event, not less than the amount necessary or containing such endorsements as are
necessary to avoid the operation of any coinsurance provisions with respect to the related Mortgaged Property.

     

    “Insurance Ratings Requirements” means either (1)
a claims paying or financial strength rating of at least “A-:VIII” from A.M. Best Company or “A3” (or the equivalent)
from Moody’s Investors Service, Inc. or “A-” from S&P Global Ratings, acting through Standard & Poor’s
Financial Services LLC, or (2) the Syndicate Insurance Ratings Requirements. “Syndicate Insurance Ratings Requirements” means
insurance provided by a syndicate of insurers, as to which (i) if such syndicate consists of 5 or more members, at least 60% of the coverage
is provided by insurers that meet the Insurance Ratings Requirements (under clause (1)
of the definition of such term) and up to 40% of the coverage is provided by insurers that have a claims paying or financial strength
rating of at least “BBB-” by S&P Global Ratings, acting through Standard & Poor’s Financial Services LLC, and
(ii) if such syndicate consists of 4 or fewer members, at least 75% of the coverage is provided by 
		under a “special cause of loss form” or “all-risk form” that includes replacement cost valuation issued by an insurer meeting the requirements of the related Mortgage Loan Documents and the Insurance Rating Requirements, in an amount (subject to customary deductibles) not less than the lesser of (1) the original principal balance of any Mortgage Loan and (2) the full insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the mortgagor and included in the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than the amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to the Mortgaged Property. If so determined, it will be a Test pass.	
	17b	Review the Mortgage Loan Documents for 	Mortgage Loan Documents



 






    	 	Exhibit QQ-26	 



    


    

 


	Representations
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	insurers that meet the
                    Insurance Ratings Requirements (under clause (1) of the definition of such term) and up to 25% of the coverage is
                    provided by insurers that have a claims paying or financial strength rating of at least “BBB-” by S&P
                    Global Ratings, acting through Standard & Poor’s Financial Services LLC.


 


Each related Mortgaged Property is also
covered, and required to be covered pursuant to the related Mortgage Loan documents, by business interruption or rental loss insurance
which (subject to a customary deductible) covers a period of not less than 12 months (or with respect to each Mortgage Loan on a single
asset with a principal balance of $50 million or more, 18 months).


 


If any material part of the improvements,
exclusive of a parking lot, located on a Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency
Management Agency as having special flood hazards, the related Mortgagor is required to maintain insurance in an amount equal to the
maximum amount available under the National Flood Insurance Program, plus such additional excess flood coverage in an amount as is generally
required by prudent institutional commercial mortgage lenders originating mortgage loans for securitization.


 


If the Mortgaged Property is located within
25 miles of the coast of the Gulf of Mexico or the Atlantic coast of Florida, 
		provisions
    requiring the insurance coverage as stated in Test 17a above. If such provisions are found, it will be a Test pass.	 
	17c	Review the Insurance Summary Report (or, solely with respect to residential cooperative properties, review the insurance policies and/or certificates of insurance) to determine if it shows that the related Mortgaged Property is insured for business interruption or rental loss insurance which (subject to a customary deductible) covers a period of not less than 12 months (or with respect to a Mortgage Loan on a single asset with a principal balance of $50 million or more, 18 months). If such provisions are found, it will be a Test pass.	Insurance Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)
	17d	Review the Mortgage Loan Documents for provisions requiring the insurance coverage as stated in Test 17c above. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents



 






    	 	Exhibit QQ-27	 



    


    

 


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	Georgia, South Carolina or North Carolina, the related Mortgagor is required
to maintain coverage for windstorm and/or windstorm related perils and/or “named storms” issued by an insurer meeting the
Insurance Rating Requirements or endorsement covering damage from windstorm and/or windstorm related perils and/or named storms, in an
amount not less than the lesser of (1) the original principal balance of the Mortgage Loan and (2) the full insurable value on a replacement
cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the Mortgagor and included in the Mortgaged Property
(with no deduction for physical depreciation), but, in any event, not less than the amount necessary or containing such endorsements as
are necessary to avoid the operation of any coinsurance provisions with respect to the related Mortgaged Property by an insurer meeting
the Insurance Rating Requirements.


 


The Mortgaged Property is covered, and required to be covered pursuant
to the related Mortgage Loan documents, by a commercial general liability insurance policy issued by an insurer meeting the Insurance
Rating Requirements including coverage for property damage, contractual damage and personal injury (including bodily injury and death)
in amounts as are generally required by the Mortgage Loan Seller for similar commercial and multifamily loans intended for securitization,
and in any event not less than $1 million
	17e	Review the Mortgage Loan Documents and/or the survey to determine if any material part of the improvements, exclusive of a parking lot, located on the Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management Agency as having “special flood hazards.” If so determined, review the Insurance Summary to determine whether the Mortgagor maintains insurance in an amount equal to the maximum amount available under the National Flood Insurance Program, plus such additional excess flood coverage in an amount as is generally required by prudent institutional commercial mortgage lenders originating mortgage loans for securitization. If so determined, it will be a Test pass.	Insurance Summary Report
	17f	If the Mortgaged Property is located within 25 miles of the coast of the Gulf of Mexico or the Atlantic coast of Florida, Georgia, South 	Insurance Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance); Diligence File



 






    	 	Exhibit QQ-28	 



    


    


 


	Representations
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	per
                                            occurrence and $2 million in the aggregate.


 


An architectural or engineering consultant
has performed an analysis of each of the Mortgaged Properties located in seismic zones 3 or 4 in order to evaluate the seismic condition
of such property, for the sole purpose of assessing the probable maximum loss or scenario expected loss (“PML”) for the Mortgaged
Property in the event of an earthquake. In such instance, the PML was based on a 475-year return period, an exposure period of 50 years
and a 10% probability of exceedance. If the resulting report concluded that the PML would exceed 20% of the amount of the replacement
costs of the improvements, earthquake insurance on such Mortgaged Property was obtained by an insurer rated at least “A:VIII”
by A.M. Best Company or “A3” (or the equivalent) from Moody’s Investors Service, Inc., or “A-” by S&P
Global Ratings, acting through Standard & Poor’s Financial Services LLC in an amount not less than 100% of the PML.


 


The Mortgage Loan documents require insurance
proceeds (or an amount equal to such insurance proceeds) in respect of a property loss to be applied either (a) to the repair or restoration
of all or part of the related Mortgaged Property, with respect to all property losses in excess of 5% of the then-outstanding principal
amount of the related Mortgage Loan or Whole Loan, as applicable, the Mortgagee (or a trustee appointed by it) having the right to hold
and disburse 
	 	Carolina
    or North Carolina, review the Insurance Summary Report to determine if the property is covered for windstorm and/or windstorm related
    perils and/or “named storms” by an insurer meeting the Insurance Rating Requirements or endorsement covering damage from
    windstorm and/or windstorm related perils and/or named storms, in an not less than the lesser of (1) the original principal balance
    of the Mortgage Loan and (2) the full insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures
    and equipment owned by the Mortgagor and included in the Mortgaged Property (with no deduction for physical depreciation), but, in
    any event, not less than the amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance
    provisions with respect to the related Mortgaged Property by an 	 



 






    	 	Exhibit QQ-29	 



    


    

 


	Representations
and 

Warranties	          	Test	Review Materials
	such
                                            proceeds as the repair or restoration progresses, or (b) to the payment of the outstanding
                                            principal balance of such Mortgage Loan together with any accrued interest thereon.


 


All premiums on all insurance policies
referred to in this section that are required by the Mortgage Loan documents to be paid as of the Cut-off Date have been paid, and such
insurance policies name the Mortgagee under the Mortgage Loan and its successors and assigns as a loss payee under a mortgagee endorsement
clause or, in the case of the general liability insurance policy, as named or additional insured. Such insurance policies will inure
to the benefit of the trustee (or, in the case of a Non-Serviced Mortgage Loan, the applicable Non-Serviced Trustee). Each related Mortgage
Loan obligates the related Mortgagor to maintain all such insurance and, at such Mortgagor’s failure to do so, authorizes the Mortgagee
to maintain such insurance at the Mortgagor’s cost and expense and to charge such Mortgagor for related premiums. All such insurance
policies (other than commercial liability policies) require at least 10 days’ prior notice to the Mortgagee of termination or cancellation
arising because of nonpayment of a premium and at least 30 days’ prior notice to the Mortgagee of termination or cancellation (or
such lesser period, not less than 10 days, as may be required by applicable law) arising for any reason other than non-payment of a premium
and no such notice has been received by the Mortgage Loan Seller.
	 	insurer
    meeting the Insurance Rating Requirements. If so determined with respect to each part of this Test, it will be a Test pass.	 
	17g	Review the Insurance Summary Report dated before the Cut-off Date (or solely with respect to residential cooperative properties, review the insurance policies and/or certificates of insurance) and Mortgage Loan Documents to determine if the Mortgage Property is covered, and required to be covered pursuant to the related Mortgage Loan Documents, by a commercial general liability insurance policy issued by an insurer meeting the Insurance Rating Requirements including coverage for property damage, contractual damage and personal injury (including bodily injury and death) in amounts as are generally required by the Mortgage Loan Seller for similar commercial and multifamily loans intended for securitization, and in any event not

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 
	Insurance Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance); Mortgage Loan Documents




    	 	Exhibit QQ-30	 



    


    


 


	Representations
and 

Warranties	          	Test	Review Materials
	 	 	less
    than $1 million per occurrence and $2 million in the aggregate. If so determined, it will be a Test pass.	 
	 	17h	Review the property condition assessment to determine if the properties are located in a seismic zone 3 or 4. If so determined, review the seismic engineering study to determine if it has been performed by an architectural or engineering consultant for the sole purpose of assessing the PML for the Mortgaged Property in the event of an earthquake and based on a 475-year return period, an exposure period of 50 years and a 10% probability of exceedance. If so determined, it will be a Test pass.	Property condition assessment; Seismic engineering study
	 	17i	Review
    the most recent seismic engineering study or Insurance Summary Report (or solely with respect to residential cooperative properties,
    review the insurance policies and/or certificates of insurance) to determine if the PML would exceed 20% of the amount of the replacement	Seismic
    engineering study; Insurance Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or
    certificates of insurance)




    	 	Exhibit QQ-31	 



    


    


 


	Representations
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	 		costs of the improvements, and if so, review to determine if earthquake insurance on such Mortgaged Property was obtained. If so determined, determine if the insurer is meeting the Insurance Rating Requirements (as defined in representation and warranty 17). The insurance amount should be not less than 100% of the PML. If so determined with respect to each part of the Test, it will be a Test pass.	
	17j	Review the Mortgage Loan Documents for provisions requiring that insurance proceeds (or an amount equal to such insurance proceeds) in respect of a property loss be applied either (a) to the repair or restoration of all or part of the related Mortgaged Property, with respect to all property losses in excess of 5% of the then-outstanding principal amount of the Mortgage Loan, the Mortgagee (or a trustee appointed 	Mortgage Loan Documents



 






    	 	Exhibit QQ-32	 



    


    

 


	Representations
and 

Warranties	          	Test	Review Materials
	 	 	by
    it) having the right to hold and disburse such proceeds as the repair or restoration progresses, or (b) to the payment of the outstanding
    principal balance of such Mortgage Loan together with any accrued interest thereon. If such provisions are found, it will be a Test
    pass.	 
	17k	Review the MS Servicer Notices for a notation or other indication that insurance premiums are current as of the Cut-off Date. If such a notation or other indication is found, it will be a Test pass.	MS Servicer Notices
	17l	Review the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies and/or certificates of insurance) to determine if the insurance policies name the Mortgagee under any Mortgage Loan and its successors and assigns as a loss payee under a mortgagee endorsement clause or, in the case of the general liability	Insurance Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)



 






    	 	Exhibit QQ-33	 



    


    

 


	Representations
and 

Warranties	          	Test	Review Materials
	 	 	insurance
    policy, as named or additional insured. If so determined, it will be a Test pass.	 
	17m	Review the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies and/or certificates of insurance) to determine if the insurance will inure to the benefit of the trustee (or, in the case of a Non-Serviced Mortgage Loan, the applicable Non-Serviced Trustee). If so determined, it will be a Test pass.	Insurance Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)
	17n	Review the Mortgage Loan Documents to determine if any Mortgage Loan obligates the Mortgagor to maintain all such insurance and, at such Mortgagor’s failure to do so, authorizes the Mortgagee to maintain such insurance at the Mortgagor’s cost and expense and to charge such Mortgagor for related premiums. If so determined, it will be a Test pass.	Mortgage Loan Documents
	17o	Review
    the Insurance Summary Report	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)




    	 	Exhibit QQ-34	 



    


    


 


	Representations
and 

Warranties	          	Test	Review Materials
	 		 (or solely with respect to residential cooperative properties, review the insurance policies and/or certificates of insurance) to determine if the insurance policies (other than commercial liability policies) require at least 10 days’ prior notice to the Mortgagee of termination or cancellation arising because of nonpayment of a premium and at least 30 days’ prior notice to the Mortgagee of termination or cancellation (or such lesser period, not less than 10 days, as may be required by applicable law) arising for any reason other than non-payment of a premium.  If so determined, it will be a Test pass.	
	17p	Review the MS Servicer Notices for a notation or other indication that any notice described in Test 17o may have been received by the Mortgage Loan Seller. If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	18.
Access; Utilities; Separate 	18a	Review
    the zoning	Zoning
    report; Title Policy; Survey; Engineering report or 




    	 	Exhibit QQ-35	 



    


    


 


	Representations
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	Tax
    Parcels. Based solely on evaluation of the Title Policy (as defined in representation and warranty 7) and survey, if any, an
    engineering report or property condition assessment as described in representation and warranty 11, applicable local law compliance
    materials as described in representation and warranty 25, and the ESA (as defined in representation and warranty 41), each Mortgaged
    Property (a) is located on or adjacent to a public road and has direct legal access to such road, or has permanent access from a
    recorded easement or right of way permitting ingress and egress to/from a public road, (b) is served by or has access rights to public
    or private water and sewer (or well and septic) and other utilities necessary for the current use of the Mortgaged Property, all
    of which are adequate for the current use of the Mortgaged Property, and (c) constitutes one or more separate tax parcels which do
    not include any property which is not part of the Mortgaged Property or is subject to an endorsement under the related Title Policy
    insuring the Mortgaged Property, or in certain cases, an application has been made or is required to be made to the applicable governing
    authority for creation of separate tax parcels (or the Mortgage Loan documents so require such application in the future), in which
    case the Mortgage Loan requires the Mortgagor to escrow an amount sufficient to pay taxes for the existing tax parcel of which the
    Mortgaged Property is a part until the separate tax parcels are created.		 report, Title Policy and survey, engineering report or property condition assessment, the Sponsor Diligence and the ESA to determine if each Mortgaged Property is located on or adjacent to a public road and has direct legal access to such road, or has permanent access easement or right of way permitting ingress and egress to/from a public road. If so determined, it will be a Test pass.	 property condition assessment; Sponsor Diligence; ESA
	18b	Review the zoning report, Title Policy and survey, engineering report or property condition assessment, the Sponsor Diligence and the ESA to determine if each Mortgaged Property is served by or has access rights to public or private water and sewer (or well and septic) and other utilities necessary for the current use of the Mortgaged Property, all of which are adequate for the current use of the Mortgaged Property. If so determined, it will be a Test pass.	Zoning report; Title Policy; Survey; Engineering report or property condition assessment; Sponsor Diligence; ESA
	18c	Review
    the Title Policy and survey to determine if	Title
    Policy; Survey; Mortgage Loan Documents




    	 	Exhibit QQ-36	 



    


    


 


	Representations
and 

Warranties	          	Test	Review Materials
	 		 each Mortgaged Property constitutes one or more separate tax parcels and do not include any property which is not part of the Mortgaged Property or is subject to an endorsement under the most recently dated Title Policy insuring the Mortgaged Property, or in certain cases, an application has been made or is required to be made to the applicable governing authority for creation of separate tax parcels, in which case any Mortgage Loan requires the Mortgagor to escrow an amount sufficient to pay taxes for the existing tax parcel of which the Mortgaged Property is a part until the separate tax parcels are created. If so determined, it will be a Test pass.	
	19. No Encroachments.
    To the Mortgage Loan Seller’s knowledge based solely on surveys obtained in connection with origination and the Title Policy
    obtained in connection with the origination of each Mortgage Loan, and except for encroachments that do not materially and adversely
    affect	19a	Review
    the survey and Title Policy to determine if all material improvements that were included for the purpose of determining the appraised
    value of the Mortgaged	Survey;
    Title Policy; Appraisal




    	 	Exhibit QQ-37	 



    


    


 


	Representations
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Warranties	          	Test	Review Materials
	the
current marketability or principal use of the Mortgaged Property: (a) all material improvements that were included for the purpose of
determining the appraised value of the related Mortgaged Property at the time of the origination of such Mortgage Loan are within the
boundaries of the related Mortgaged Property, except for encroachments that are insured against by the applicable Title Policy; (b) no
material improvements on adjoining parcels encroach onto the related Mortgaged Property except for encroachments that are insured against
by the applicable Title Policy; and (c) no material improvements encroach upon any easements except for encroachments that are insured
against by the applicable Title Policy.		 Property at the time of the origination of such Mortgage Loan are within the boundaries of the related Mortgaged Property, except for encroachments that are insured by applicable Title Policy. If so determined, it will be a Test pass.	
	19b	Review the survey and Title Policy to determine if there exist material improvements on adjoining parcels that encroach onto the Mortgaged Property which are not insured by applicable Title Policy. If not so determined, it will be a Test pass.	Survey; Title Policy
	19c	Review the survey and Title Policy to determine if there exist material improvements that encroach upon any easements except for encroachments that are insured against by the applicable Title Policy. If not so determined, it will be a Test pass.	Survey; Title Policy
	20.
    No Contingent Interest or Equity Participation. No Mortgage Loan has a shared appreciation feature, any other contingent interest
    feature or a negative amortization feature (except that an ARD Loan may provide for the accrual of the portion of interest in excess
    of the rate in effect prior to the Anticipated Repayment Date)	20	Review
    the Mortgage Loan Documents for any shared appreciation feature or any other contingent interest feature or a negative amortization
    feature (except that an ARD Loan may	Mortgage
    Loan Documents




    	 	Exhibit QQ-38	 



    


    


 


	Representations
and 

Warranties	          	Test	Review Materials
	or an equity
participation by the Mortgage Loan Seller.		provide for the accrual of the portion of interest in excess of the rate in effect prior to the Anticipated Repayment Date) or an equity participation by the Mortgage Loan Seller. If no such feature is found with respect to each part of this Test, it will be a Test pass.	
	21. REMIC. The Mortgage Loan is a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code (but determined without regard to the rule in Treasury Regulations Section 1.860G-2(f)(2) that treats certain defective mortgage loans as qualified mortgages), and, accordingly, (A) the issue price of the Mortgage Loan to the related Mortgagor at origination did not exceed the non-contingent principal amount of the Mortgage Loan and (B) either: (a) such Mortgage Loan is secured by an interest in real property (including permanently affixed buildings and distinct structural components such as wiring, plumbing systems and central heating and air conditioning systems, that are integrated into such buildings, serve such buildings in their passive functions and do not produce or contribute to the production of income other than consideration for the use or occupancy of space, but excluding personal property) having a fair market value (i) at the date the Mortgage Loan was originated at least equal to 80% of the adjusted issue price 	21a	Review the origination settlement statement and Mortgage Note to determine if the proceeds advanced by the Mortgagee did not exceed the non-contingent principal amount of the Mortgage Loan. If so determined, it will be a Test pass.	Origination settlement statement; Mortgage Loan
	21b	Review the most recent appraisal and Mortgage Loan Documents to determine if  (a) the Mortgage Loan is secured by an interest in real property (including permanently affixed buildings and distinct structural components, such as wiring, plumbing systems and central heating and air-conditioning systems, that are integrated into such buildings, serve 	Appraisal; Mortgage Loan Documents




    	 	Exhibit QQ-39	 



    


    


 


	Representations
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Warranties	          	Test	Review Materials
	of the Mortgage
    Loan (together with any related Pari Passu Companion Loans) on such date or (ii) at the Closing Date at least equal to 80% of the
    adjusted issue price of the Mortgage Loan (together with any related Pari Passu Companion Loans) on such date, provided that for
    purposes hereof, the fair market value of the real property interest must first be reduced by (A) the amount of any lien on the real
    property interest that is senior to the Mortgage Loan and (B) a proportionate amount of any lien that is in parity with the Mortgage
    Loan; or (b) substantially all of the proceeds of such Mortgage Loan were used to acquire, improve or protect the real property which
    served as the only security for such Mortgage Loan (other than a recourse feature or other third-party credit enhancement within
    the meaning of Treasury Regulations Section 1.860G-2(a)(1)(ii)).  If the Mortgage Loan was “significantly modified”
    prior to the Closing Date so as to result in a taxable exchange under Section 1001 of the Code, it either (x) was modified as a result
    of the default or reasonably foreseeable default of such Mortgage Loan or (y) satisfies the provisions of either sub-clause (B)(a)(i)
    above (substituting the date of the last such modification for the date the Mortgage Loan was originated) or sub-clause (B)(a)(ii),
    including the proviso thereto.  For purposes of the preceding sentence, a Mortgage Loan will not be considered “significantly
    modified” solely by reason of the borrower having been granted a COVID-19 related forbearance provided 	 	such
    buildings in their passive functions and do not produce or contribute to the production of income other than consideration for the
    use or occupancy of space, but excluding personal property) having a fair market value (i) at the date the Mortgage Loan (or related
    Whole Loan) was originated at least equal to 80% of the initial principal amount of any Mortgage Loan (or related Whole Loan) on
    such date or (ii) at the Closing Date at least equal to 80% of the outstanding principal amount of the Mortgage Loan (or related
    Whole Loans) on such date, provided that for purposes of clauses (i) and (ii) above, the fair market value of the real property interest
    must first be reduced by (A) the amount of any lien on the real property interest that is senior to such Mortgage Loan and (B) a
    proportionate amount of any lien that is in parity with such Mortgage Loan or (b) substantially all 	 



 






    	 	Exhibit QQ-40	 



    


    

 


	Representations
and 

Warranties	          	Test	Review Materials
	that:
    (a) such Mortgage Loan forbearance is covered by Revenue Procedures 2020-26 (as extended by Revenue Procedure 2021-12) by reason
    of satisfying the requirements for such coverage stated in Section 5.02(2) of Revenue Procedure 2020-26; and (b) the related Mortgage
    Loan Seller identifies such Mortgage Loan and provides (x) the date on which such forbearance was granted, (y) the length in months
    of the forbearance, and (z) how the payments in forbearance will be paid (that is, by extension of maturity, change of amortization
    schedule, etc.). Any prepayment premiums and yield maintenance charges applicable to the Mortgage Loan constitute “customary
    prepayment penalties” within the meaning of Treasury Regulations Section 1.860G-1(b)(2).  All terms used in this
    representation and warranty shall have the same meanings as set forth in the related Treasury Regulations.	 	of
    the proceeds of such Mortgage Loan were used to acquire, improve or protect the real property which served as the only security for
    such Mortgage Loan (other than a recourse feature or other third-party credit enhancement within the meaning of Section 1.860G-2(a)(1)(ii)
    of the Treasury Regulations). If so determined, it will be a Test pass.	 
	21c	Review the MS Servicer Notices for an indication or other notation that the Mortgage Loan was modified prior to the Closing Date, and if so, if the modification was made as to result in a taxable exchange under Section 1001 of the Code, it either (x) was modified as a result of the default or reasonably foreseeable default of such Mortgage Loan or (y) satisfies the provisions of either sub-clause (B)(a)(i) in the first sentence of representation and warranty 21 (substituting the date of the last such modification for the date any Mortgage Loan was originated) or sub-clause 	MS Servicer Notices




    	 	Exhibit QQ-41	 



    


    


 


	Representations
and 

Warranties	          	Test	Review Materials
	 	 	(B)(a)(ii)
    in the first sentence of representation and warranty 21, including the proviso thereto. For purposes of the preceding sentence, a
    Mortgage Loan will not be considered “significantly modified” solely by reason of the borrower having been granted a
    COVID-19 related forbearance provided that: (a) such Mortgage Loan forbearance is covered by Revenue Procedures 2020-26 by reason
    of satisfying the requirements for such coverage stated in Section 5.02(2) of Revenue Procedure 2020-26; and (b) the related Mortgage
    Loan Seller identifies such Mortgage Loan and provides (x) the date on which such forbearance was granted, (y) the length in months
    of the forbearance, and (z) how the payments in forbearance will be paid (that is, by extension of maturity, change of amortization
    schedule, etc.). If there were any such modifications, and such a notation 	 







    	 	Exhibit QQ-42	 



    


    

 


	Representations
and 

Warranties	          	Test	Review Materials
	 	 	or
    other indication is found, it will be a Test pass.	 
	21d	Review the MS Servicer Notices for a notation or other indication of any claim or assertion to the effect that the Prepayment Premiums and Yield Maintenance Charges applicable to any Mortgage Loan do not constitute “customary prepayment penalties”. If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	22. Compliance with Usury Laws. The mortgage rate (exclusive of any default interest, late charges, yield maintenance charge or prepayment premium) of such Mortgage Loan complied as of the date of origination with, or was exempt from, applicable state or federal laws, regulations and other requirements pertaining to usury.	22a	Review the MS Servicer Notices for a notation or other indication of any claim or assertion to the effect that the terms of the Mortgage Loan do not comply with applicable local, state, and federal laws in any material respect. If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	22b	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion to the effect that any material requirements
    pertaining to the origination of any	MS
    Servicer Notices




    	 	Exhibit QQ-43	 



    


    


 


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	 		Mortgage Loan, including but not limited to, usury and any and all other material requirements of any federal, state or local law have not been complied with. If such a notation or other indication is not found, it will be a Test pass.	
	22c	Review the Mortgage Loan Documents to determine if they provide that the Mortgage Loan complied with usury laws. If so determined, it will be a Test pass.	Mortgage Loan Documents
	23. Authorized to do Business. To the extent required under applicable law, as of the Cut-off Date or as of the date that such entity held the Mortgage Note, each holder of the Mortgage Note was authorized to transact and do business in the jurisdiction in which each related Mortgaged Property is located, or the failure to be so authorized does not materially and adversely affect the enforceability of such Mortgage Loan by the Trust.	23	Review the MS Servicer Notices for a notation or other indication of any claim or assertion that as of the date that the Mortgage Loan Seller or any prior Mortgagee held the Mortgage Note, each such holder of the Mortgage Note was not authorized to transact or do business in the jurisdiction in which each related Mortgaged Property is located. If such a notation or other indication is found, determine whether the failure to be so authorized could not materially and adversely affect the enforceability of 	MS Servicer Notices




    	 	Exhibit QQ-44	 



    


    


 


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	 	 	such
    Mortgage Loan by the Trust. If so determined, it will be a Test pass.	 
	24. Trustee under Deed of Trust. With respect to each Mortgage which is a deed of trust, as of the date of origination and, to the Mortgage Loan Seller’s knowledge, as of the Closing Date, a trustee, duly qualified under applicable law to serve as such, currently so serves and is named in the deed of trust or has been substituted in accordance with the Mortgage and applicable law or may be substituted in accordance with the Mortgage and applicable law by the related Mortgagee.	24	Review the Mortgage Loan Documents to determine if a trustee is appointed.  If so determined, it will be a Test pass.	Mortgage Loan Documents
	25. Local Law Compliance.
    To the Mortgage Loan Seller’s knowledge, based upon any of a letter from any governmental authorities, a legal opinion, an
    architect’s letter, a zoning consultant’s report, an endorsement to the related Title Policy, a survey, or other affirmative
    investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial
    and multifamily mortgage loans intended for securitization, the improvements located on or forming part of each Mortgaged Property
    securing a Mortgage Loan are in material compliance with applicable laws, zoning ordinances, rules, covenants, and restrictions (collectively
    “Zoning Regulations”) governing the occupancy, use, and operation of such Mortgaged Property or constitute a legal
    non-conforming use or structure and any non-conformity with zoning laws constitutes a legal	25a	Review
    the zoning report, a letter from any governmental authorities, a legal opinion, an architect’s letter, a zoning consultant’s
    report, an endorsement to the related Title Policy, a survey or other affirmative investigation of local law compliance consistent
    with the investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization
    to determine if the improvements located on or forming part of each Mortgaged Property securing a Mortgage Loan are	Zoning
    report; Letter from any governmental authorities; Legal opinion; Architect’s letter; Endorsement to the related Title Policy;
    Survey; Other affirmative investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans
    intended for securitization




    	 	Exhibit QQ-45	 



    


    


 


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	non-conforming
use or structure which does not materially and adversely affect the use, operation or value of such Mortgaged Property.  In
the event of casualty or destruction, (a) the Mortgaged Property may be restored or repaired to the full extent necessary to maintain
the use of the structure immediately prior to such casualty or destruction, (b) law and ordinance insurance coverage has been obtained
for the Mortgaged Property in amounts customarily required by the Mortgage Loan Seller for similar commercial and multifamily loans intended
for securitization, (c) title insurance policy coverage has been obtained with respect to any non-conforming use or structure, or (d)
the inability to restore the Mortgaged Property to the full extent of the use or structure immediately prior to the casualty would not
materially and adversely affect the use or operation of such Mortgaged Property. The Mortgage Loan documents require the related Mortgagor
to be qualified to do business in the jurisdiction in which the related Mortgaged Property is located.		in material compliance with applicable Zoning Regulations governing the occupancy, use, and operation of such Mortgaged Property or constitute a legal non-conforming use or structure. If so determined, it will be a Test pass.	
	25b	Review
    the zoning report, a letter from any governmental authorities, a legal opinion, an architect’s letter, a zoning consultant’s
    report, an endorsement to the related Title Policy, a survey or other affirmative investigation of local law compliance consistent
    with the investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization
    to determine if any non-conformity with zoning laws constitutes a legal non-conforming use or structure which does not materially
    and adversely affect the use or operation of such Mortgaged Property. If so determined, review the Insurance	Zoning
    report; Letter from any governmental authorities; Legal opinion; Architect’s letter; Endorsement to the related Title Policy;
    Survey; Other affirmative investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans
    intended for securitization; Insurance Summary Report




    	 	Exhibit QQ-46	 



    


    


 


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	 		 Summary Report to determine if title insurance policy was obtained prior to the Closing Date with respect to any non-conforming use or structure. If so determined, it will be a Test pass.	
	25c	Review the Mortgage Loan Documents for provisions to the effect that, in the event of casualty or destruction, the Mortgaged Property may be restored or repaired to the full extent necessary to maintain the use of the structure immediately prior to such casualty or destruction. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	25d	If
    the zoning report, a letter from any governmental authorities, a legal opinion, an architect’s letter, a zoning consultant’s
    report, an endorsement to the related Title Policy, a survey or other affirmative investigation of local law compliance consistent
    with the investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans	Zoning
    report; Insurance Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates
    of insurance); Letter from any governmental authorities; Legal opinion; Architect’s letter; Endorsement to the related Title
    Policy; Survey; Other affirmative investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage
    loans intended for securitization




    	 	Exhibit QQ-47	 



    


    


 


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	 		 intended for securitization indicates that all or any part of the Mortgaged Property do not comply with zoning laws, review the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies and/or certificates of insurance) to determine if law and ordinance coverage was obtained prior to the Closing Date that provides coverage for additional costs to rebuild and/or repair the property to current Zoning Regulations. If not so determined, review the Title Policy to determine if it insures over such nonconformity. If so determined, it will be a Test pass.	
	25e	Review the Mortgage Loan Documents for provisions that require the related Mortgagor to be qualified to do business in the jurisdiction in which the related Mortgaged Property is located. If such provisions 	Mortgage Loan Documents




    	 	Exhibit QQ-48	 



    


    


 


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	 	 	are
    found, it will be a Test pass.	 
	26. Licenses and Permits. Each Mortgagor covenants in the Mortgage Loan documents that it shall keep all material licenses, permits, franchises, certificates of occupancy and applicable governmental approvals necessary for the operation of the Mortgaged Property in full force and effect, and to the Mortgage Loan Seller’s knowledge based upon any of a letter from any government authorities, zoning consultant’s report or other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization; all such material licenses, permits, franchises and applicable governmental approvals are in effect or the failure to obtain or maintain such material licenses, permits, franchises and applicable governmental approvals does not materially and adversely affect the use and/or operation of the Mortgaged Property as it was used and operated as of the date of origination of the Mortgage Loan or the rights of a holder of the related Mortgage Loan.  The Mortgage Loan documents require the related Mortgagor to comply in all material respects with all applicable regulations, zoning and building laws.	26a	Review the Mortgage Loan Documents to determine if the Mortgagor has covenanted to keep all material licenses, permits, franchises and applicable governmental approvals necessary for the operation of the Mortgaged Property in full force and effect. If so determined, it will be a Test pass.	Mortgage Loan Documents
	26b	Review
    the Mortgage Loan Documents and the MS Servicer Notices for a notation or other indication that (a) the Mortgage Loan Seller had
    knowledge that any licenses, permits, franchises and applicable governmental approvals necessary for the operation of the Mortgaged
    Property are not in effect, and (b) the failure to obtain or maintain such material licenses, permits, franchises and applicable
    governmental approvals necessary could materially and adversely affect the use and/or operation of the	Mortgage
    Loan Documents; MS Servicer Notices




    	 	Exhibit QQ-49	 



    


    



 


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	 		Mortgaged Property as it was used and operated as of the date of origination of the Mortgage Loan or the rights of a holder or the related Mortgage Loan. If such a notation or other indication is not found, it will be a Test pass.	
	26c	Review the Mortgage Loan Documents for provisions requiring the related Mortgagor and the Mortgaged Property to comply in all material respects with all applicable regulations, zoning and building laws. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	27.
    Recourse Obligations. The Mortgage Loan documents for each Mortgage Loan (a) provide that such Mortgage Loan becomes full
    recourse to the Mortgagor and guarantor (which is a natural person or persons, or an entity or entities distinct from the Mortgagor
    (but may be affiliated with the Mortgagor) that collectively, as of the date of origination of the related Mortgage Loan, have assets
    other than equity in the related Mortgaged Property that are not de minimis) in any of the following events (or negotiated
    provisions of substantially similar effect):  (i) if any petition for bankruptcy, insolvency, dissolution or liquidation
    pursuant to federal bankruptcy law, or any similar	27a	Review
    the Mortgage Loan Documents for provisions permitting full recourse to the Mortgagor and guarantor (which is a natural person or
    persons, or an entity or entities distinct from the Mortgagor (but may be Affiliated with the Mortgagor) that collectively, as of
    the date of origination of the related Mortgage Loan, have assets other than equity in the related	Mortgage
    Loan Documents




    	 	Exhibit QQ-50	 



    


    


 


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	federal
or state law, shall be filed by, consented to, or acquiesced in by, the Mortgagor; (ii) the Mortgagor or guarantor shall have solicited
or caused to be solicited petitioning creditors to cause an involuntary bankruptcy filing with respect to the Mortgagor or (iii) transfers
of either the Mortgaged Property or controlling equity interests in the Mortgagor made in violation of the Mortgage Loan documents; and
(b) contains provisions for recourse against the Mortgagor and guarantor (which is a natural person or persons, or an entity or entities
distinct from the Mortgagor (but may be affiliated with the Mortgagor) that collectively, as of the date of origination of the related
Mortgage Loan, have assets other than equity in the related Mortgaged Property that are not de minimis), for losses and damages
resulting from the following (or negotiated provisions of substantially similar effect):  (i) the Mortgagor’s misappropriation
of rents after an event of default, security deposits, insurance proceeds, or condemnation awards; (ii) the Mortgagor’s fraud or
intentional material misrepresentation; (iii) breaches of the environmental covenants in the Mortgage Loan documents; or (iv) the Mortgagor’s
commission of intentional material physical waste at the Mortgaged Property (but, in some cases, only to the extent there is sufficient
cash flow generated by the related Mortgaged Property to prevent such waste).		Mortgaged Property that are not de minimis) in connection with the events or circumstances set forth in clauses (a)(i) through (a)(iii) of representation and warranty 27. If such provisions are found, it will be a Test pass.	
	27b	Review the Mortgage Loan Documents to determine if there exist provisions permitting recourse against the Mortgagor and guarantor (which is a natural person or persons, or an entity or entities distinct from the Mortgagor (but may be Affiliated with the Mortgagor) that collectively, as of the date of origination of the related Mortgage Loan, have assets other than equity in the related Mortgaged Property that are not de minimis), for losses and damages resulting from the events or circumstances set forth in clauses (b)(i) through (b)(iv) of representation and warranty 27. If so determined, it will be a Test pass.	Mortgage Loan Documents
	28.
    Mortgage Releases. The	28a	Review
    the	Mortgage
    Loan Documents




    	 	Exhibit QQ-51	 



    


    


 


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    terms of the related Mortgage or related Mortgage Loan documents do
not provide for release of any material portion of the Mortgaged Property from the lien of the Mortgage except (a) a partial release,
accompanied by principal repayment, or partial defeasance (as described in representation and warranty 33) of not less than a specified
percentage at least equal to the lesser of (i) 110% of the related allocated loan amount of such portion of the Mortgaged Property and
(ii) the outstanding principal balance of the Mortgage Loan, (b) upon payment in full of such Mortgage Loan, (c) upon a Defeasance (defined
in representation and warranty 33 below), (d) releases of out-parcels that are unimproved or other portions of the Mortgaged Property
which will not have a material adverse effect on the underwritten value of the Mortgaged Property and which were not afforded any material
value in the appraisal obtained at the origination of the Mortgage Loan and are not necessary for physical access to the Mortgaged Property
or compliance with zoning requirements, or (e) as required pursuant to an order of condemnation. With respect to any partial release
under the preceding clauses (a) or (d), either: (x) such release of collateral (i) would not constitute a “significant modification”
of the subject Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b)(2) and (ii) would not cause the subject Mortgage
Loan to fail to be a “qualified mortgage” within the meaning
		 Mortgage Loan Documents for provisions stating that, if the related Mortgage Loan Documents permit a property release, the only conditions under which a property may be released during the life of the Mortgage Loan are as set forth in clauses (a) through (e) of the first sentence of representation and warranty 28. If such provisions are found, it will be a Test pass.	
	28b	Review the Mortgage Loan Documents for provisions stating that with respect to any partial release described in clauses (a) or (d) of the first sentence of representation and warranty 28 either: (x) such release of collateral (i) would not constitute a “significant modification” of the subject Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b)(2) and (ii) would not cause the subject Mortgage Loan to fail to be a “qualified mortgage” within the meaning of Section 	Mortgage Loan Documents




    	 	Exhibit QQ-52	 



    


    


 


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	of
                                            Section 860G(a)(3)(A) of the Code; or (y) the Mortgagee or servicer can, in accordance with
                                            the related Mortgage Loan documents, condition such release of collateral on the related
                                            Mortgagor’s delivery of an opinion of tax counsel to the effect specified in the immediately
                                            preceding clause (x). For purposes of the preceding clause (x), if the fair market value
                                            of the real property constituting such Mortgaged Property (reduced by (1) the amount of any
                                            lien on the real property that is senior to the Mortgage Loan and (2) a proportionate amount
                                            of any lien on the real property that is in parity with the Mortgage Loan) after the release
                                            is not equal to at least 80% of the principal balance of the Mortgage Loan (together with
                                            any related Pari Passu Companion Loans) outstanding after the release, the Mortgagor is required
                                            to make a payment of principal in an amount not less than the amount required by the provisions
                                            of the federal income tax law relating to real estate mortgage investment conduits, which
                                            appear at Sections 860A through 860G of subchapter M of chapter 1 of the Code, and related
                                            provisions, and temporary and final Treasury Regulations (or proposed regulations that would
                                            apply by reason of their proposed effective date to the extent not inconsistent with temporary
                                            or final regulations) and any rulings or announcements promulgated thereunder, as the foregoing
                                            may be in effect from time to time (the “REMIC Provisions”).


 


In the case of any Mortgage 

	 	860G(a)(3)(A)
    of the Code; or (y) the Mortgagee or servicer can, in accordance with the related Loan Documents, condition such release of collateral
    on the related Mortgagor’s delivery of an opinion of tax counsel to the effect specified in the immediately preceding clause
    (x). For purposes of the preceding clause (x), if the fair market value of the real property constituting such Mortgaged Property
    (reduced by (1) the amount of any lien on the real property that is senior to the Mortgage Loan and (2) a proportionate amount of
    any lien on the real property that is in parity with the Mortgage Loan) after the release is not equal to at least 80% of the principal
    balance of the Mortgage Loan (together with any related Pari Passu Companion Loans) outstanding after the release, the Mortgagor
    is required to make a payment of principal in an amount not less than the amount required by the 	 



 






    	 	Exhibit QQ-53	 



    


    

 


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	Loan,
                                            in the event of a taking of any portion of a Mortgaged Property by a State or any political
                                            subdivision or authority thereof, whether by legal proceeding or by agreement, the Mortgagor
                                            can be required to pay down the principal balance of the Mortgage Loan (together with any
                                            related Pari Passu Companion Loans) in an amount not less than the amount required by the
                                            REMIC Provisions and, to such extent, the award from any such taking may not be required
                                            to be applied to the restoration of the Mortgaged Property or released to the Mortgagor,
                                            if, immediately after the release of such portion of the Mortgaged Property from the lien
                                            of the Mortgage (but taking into account the planned restoration) the fair market value of
                                            the real property constituting the remaining Mortgaged Property (reduced by (1) the amount
                                            of any lien on the real property that is senior to the Mortgage Loan and (2) a proportionate
                                            amount of any lien on the real property that is in parity with the Mortgage Loan) is not
                                            equal to at least 80% of the remaining principal balance of the Mortgage Loan (together with
                                            any related Pari Passu Companion Loans).


 


No such Mortgage Loan that is secured
by more than one Mortgaged Property or that is cross-collateralized with another Mortgage Loan permits the release of cross-collateralization
of the related Mortgaged Properties or a portion thereof, including due to a partial condemnation, other than in compliance with the 

	 	Treasury
    Provisions. If such provisions are found, it will be a Test pass.	 
	28c	Review the Loan Documents for provisions stating that in the case of any Mortgage Loan, in the event of a taking of any portion of a Mortgaged Property by a State or any political subdivision or authority thereof, whether by legal proceeding or by agreement, the Mortgagor can be required to pay down the principal balance of the Mortgage Loan (together with any related Pari Passu Companion Loans) in an amount not less than the amount required by the REMIC Provisions and, to such extent, the award from any such taking may not be required to be applied to the restoration of the Mortgaged Property or released to the Mortgagor, if, immediately after the release of such portion of the Mortgaged Property from the lien of the Mortgage (but taking into account the planned

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 
	Mortgage Loan Documents



 






    	 	Exhibit QQ-54	 



    


    

 


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	REMIC Provisions.	 	restoration)
    the fair market value of the real property constituting the remaining Mortgaged Property (reduced by (1) the amount of any lien on
    the real property that is senior to the Mortgage Loan and (2) a proportionate amount of any lien on the real property that is in
    parity with the Mortgage Loan) is not equal to at least 80% of the remaining principal balance of the Mortgage Loan (together with
    any related Pari Passu Companion Loans). If such provisions are found, it will be a Test pass.	 
	28d	Review the Mortgage Loan Documents for provisions stating that no such Mortgage Loan that is secured by more than one Mortgaged Property or that is cross- collateralized with another Mortgage Loan permits the release of cross-collateralization of the related Mortgaged Properties or a portion thereof, including due to a partial condemnation, 	Mortgage Loan Documents




    	 	Exhibit QQ-55	 



    


    


 


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	 	 	other
    than in compliance with the REMIC Provisions. If such provisions are found, it will be a Test pass.	 
	29. Financial Reporting and Rent Rolls. Each Mortgage Loan requires the Mortgagor to provide the owner or holder of the Mortgage Loan with (a) quarterly (other than for single-tenant properties) and annual operating statements, (b) quarterly (other than for single-tenant properties) rent rolls (or maintenance schedules in the case of Mortgage Loans secured by residential cooperative properties) for properties that have any individual lease which accounts for more than 5% of the in-place base rent, and (c) annual financial statements.	29a	Review the Mortgage Loan Documents for provisions that require the Mortgagor to provide the owner or holder of the Mortgage Loan with quarterly (other than for single-tenant properties) and annual operating statements. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	29b	Review the Mortgage Loan Documents for provisions that require the Mortgagor to provide the owner or holder of the Mortgage Loan with quarterly (other than for single-tenant properties) rent rolls (or maintenance schedules in the case of Mortgage Loans secured by residential cooperative properties) for properties that have any individual ease which accounts for more than 5% of the in-place base rent and annual financial 	Mortgage Loan Documents




    	 	Exhibit QQ-56	 



    


    


 


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	 	 	statements.  If
    such provisions are found, it will be a Test pass.	 
	30. Acts of Terrorism Exclusion. With respect to each Mortgage Loan over $20 million, as of origination the related special-form all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) do not specifically exclude Acts of Terrorism, as defined in the Terrorism Risk Insurance Act of 2002, as amended by the Terrorism Risk Insurance Program Reauthorization Act of 2007 and the Terrorism Risk Insurance Program Reauthorization Act of 2015 (collectively referred to as “TRIPRA”), from coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance policy.  With respect to each Mortgage Loan, the related Mortgage Loan documents do not expressly waive or prohibit the Mortgagee from requiring coverage for Acts of Terrorism, as defined in TRIPRA, or damages related thereto, except to the extent that any right to require such coverage may be limited by commercial availability on commercially reasonable terms, or as otherwise indicated on Schedule C to the applicable Mortgage Loan Purchase Agreement; provided, that if TRIPRA or a similar or subsequent statute is not in effect, then, provided that terrorism insurance is commercially available, the Mortgagor under each Mortgage Loan is required to carry terrorism insurance, but 	30a	Review the Mortgage Loan Documents to determine if the original principal balance was greater than $20 million. If so, review the insurance coverage review document for an indication that the special-form all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) do not specifically exclude acts of terrorism, from coverage, or if they do, there exists a separate terrorism insurance policy related to the Mortgaged Property.  If such an indication is found, it will be a Test pass.	Mortgage Loan Documents; Insurance coverage review document 
	30b	Review
    the Mortgage Loan Documents for provisions that do not expressly waive or prohibit the Mortgagee from requiring coverage for Acts
    of Terrorism, as defined in TRIPRA (as defined in representation and warranty 30), or damages related thereto, except to	Mortgage
    Loan Documents




    	 	Exhibit QQ-57	 



    


    


 


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	in such
    event the Mortgagor shall not be required to spend on terrorism insurance coverage more than two times the amount of the insurance
    premium that is payable in respect of the property and business interruption/rental loss insurance required under the related Mortgage
    Loan documents (without giving effect to the cost of terrorism and earthquake components of such casualty and business interruption/rental
    loss insurance) at the time of the origination of the Mortgage Loan, and if the cost of terrorism insurance exceeds such amount,
    the Mortgagor is required to purchase the maximum amount of terrorism insurance available with funds equal to such amount. 		the
    extent that any right to require such coverage may be limited by commercial availability on commercially reasonable terms, or as
    otherwise indicated on Schedule C to the applicable Mortgage Loan Purchase Agreement, provided, that if TRIPRA or a similar or subsequent
    statute is not in effect, then, provided that terrorism insurance is commercially available, the Mortgagor under each Mortgage Loan
    is required to carry terrorism insurance, but in such event the Mortgagor shall not be required to spend on terrorism insurance coverage
    more than two times the amount of the insurance premium that is payable in respect of the property and business 	




    	 	Exhibit QQ-58	 



    


    


 


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	 	 	interruption/rental
    loss insurance required under the related Mortgage Loan documents (without giving effect to the cost of terrorism and earthquake
    components of such casualty and business interruption/rental loss insurance) at the time of the origination of the Mortgage Loan,
    and if the cost of terrorism insurance exceeds such amount, the Mortgagor is required to purchase the maximum amount of terrorism
    insurance available with funds equal to such amount. If such provisions are not found, it will be a Test pass.	 
	31. Due on Sale or Encumbrance. Subject to specific exceptions set forth below, each Mortgage Loan contains a “due-on-sale” or other such provision for the acceleration of the payment of the unpaid principal balance of such Mortgage Loan if, without the consent of the holder of the Mortgage (which consent, in some cases, may not be unreasonably withheld) and/or complying with the requirements of the related Mortgage Loan documents (which provide for transfers without the consent of the Mortgagee which are customarily acceptable to the Mortgage Loan Seller, including, but not limited to, transfers of worn-out or obsolete furnishings, fixtures, or equipment promptly replaced with property of equivalent value and functionality and transfers by leases entered into in accordance with the Mortgage Loan documents), (a) the related Mortgaged Property, or any equity interest of greater 	31a	Review the Mortgage Loan Documents for “due-on-sale” or other such provisions for the acceleration of the payment of the unpaid principal balance of such Mortgage Loan in the circumstances described in the first sentence of representation and warranty 31. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	31b	Review the Mortgage Loan Documents for provisions that require that if Rating Agency fees are incurred in connection with the review of and consent to any transfer or encumbrance, the Mortgagor is responsible for 	Mortgage Loan Documents




    	 	Exhibit QQ-59	 



    


    


 


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	than
    50% in the related Mortgagor, is directly or indirectly pledged, transferred or sold, other than as related to (i) family and estate
    planning transfers or transfers upon death or legal incapacity, (ii) transfers to certain affiliates as defined in the related Mortgage
    Loan documents, (iii) transfers of less than, or other than, a controlling interest in a Mortgagor, (iv) transfers to another holder
    of direct or indirect equity in the Mortgagor, a specific Person designated in the related Mortgage Loan documents or a Person satisfying
    specific criteria identified in the related Mortgage Loan documents, (v) transfers of common stock in publicly traded companies or
    (vi) a substitution or release of collateral within the parameters of representation and warranties 28 and 33 herein, or (vii) by
    reason of any mezzanine debt that existed at the origination of the related Mortgage Loan as set forth on Exhibit C-32-1 to the applicable
    Mortgage Loan Purchase Agreement, or future permitted mezzanine debt as set forth on Exhibit C-32-2 to the applicable Mortgage Loan
    Purchase Agreement, or (b) the related Mortgaged Property is encumbered with a subordinate lien or security interest against the
    related Mortgaged Property, other than (i) any Companion Loan of any Mortgage Loan or any subordinate debt that existed at origination
    and is permitted under the related Mortgage Loan documents, (ii) purchase money security interests (iii) any Mortgage Loan that is
    cross-collateralized and cross-defaulted with another Mortgage Loan as set 	 	such
    payment along with all other reasonable fees and expenses incurred by the Mortgagee relative to such transfer or encumbrance. If
    such provisions are found, it will be a Test pass.	 



 






    	 	Exhibit QQ-60	 



    


    

 


	Representations
and 

Warranties	          	Test	Review Materials
	forth
    on Exhibit C-32-3 to the applicable Mortgage Loan Purchase Agreement or (iv) Permitted Encumbrances.  The Mortgage
    or other Mortgage Loan documents provide that to the extent any Rating Agency fees are incurred in connection with the review of
    and consent to any transfer or encumbrance, the Mortgagor is responsible for such payment along with all other reasonable fees and
    expenses incurred by the Mortgagee relative to such transfer or encumbrance.	 	 	 
	32. Single-Purpose Entity. Each Mortgage Loan requires the Mortgagor to be a Single-Purpose Entity for at least as long as the Mortgage Loan is outstanding.  Each Mortgage Loan with a Cut-off Date Balance of $30 million or more has a counsel’s opinion regarding non-consolidation of the Mortgagor.  For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents and the related Mortgage Loan documents (or if the Mortgage Loan has a Cut-off Date Balance equal to $10 million or less, its organizational documents or the related Mortgage Loan documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties and prohibit it from engaging in any business unrelated to such Mortgaged Property or Mortgaged Properties, and whose organizational documents further provide, or which entity represented in the related Mortgage Loan documents, substantially to the 	32a	Review the Mortgage Loan Documents for provisions that require that the Mortgagor to be a Single-Purpose Entity (as defined in representation and warranty 32) for at least as long as any Mortgage Loan is outstanding. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	32b	Review the Mortgage Loan Schedule for the Cut-off Date Balance of the Mortgage Loan. If the Mortgage Loan had a Cut-off Date Balance in excess of $10 million, review the related Mortgage Loan Documents and the Mortgagor’s organizational documents for provisions that require the Mortgagor to be a Single-Purpose 	Mortgage Loan Schedule; Mortgage Loan Documents; Mortgagor’s organizational documents



 






    	 	Exhibit QQ-61	 



    


    

 


	Representations
and 

Warranties	          	Test	Review Materials
	effect that it does not have any assets other than those related to its interest in and operation
    of such Mortgaged Property or Mortgaged Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the
    other related Mortgage Loan documents, that it has its own books and records and accounts separate and apart from those of any other
    person (other than a Mortgagor for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Mortgage Loan),
    and that it holds itself out as a legal entity, separate and apart from any other person or entity.	 	Entity. If the
    provisions exist, it will be a Test pass.	 
	32c	Review the Mortgage Loan Schedule for the Cut-off Date Balance of the Mortgage Loan. If the Mortgage Loan had a Cut-off Date Balance in excess of $30 million, review the Mortgagor’s Counsel Opinion regarding non-consolidation of the Mortgagor. If such an opinion is found, it will be a Test pass.

                                                                                 

                                                                                 
	Mortgage Loan Schedule; Mortgagor’s Counsel Opinion
	33. Defeasance. With respect to any Mortgage Loan that, pursuant to the Mortgage Loan documents, can be defeased (a “Defeasance”), (i) the Mortgage Loan documents provide for defeasance as a unilateral right of the Mortgagor, subject to satisfaction of conditions specified in the Mortgage Loan documents; (ii) the Mortgage Loan cannot be defeased within two years after the Closing Date; (iii) the Mortgagor is permitted to pledge only United States “government securities” within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(ii), the revenues from which will be sufficient to make all scheduled payments under the Mortgage Loan when due, including the entire remaining principal balance on the maturity date (or on or after the first date on which payment may be made without payment of a yield maintenance charge or prepayment premium) or, if the Mortgage Loan is an ARD 	33	Review the Mortgage Loan Documents for provisions allowing the Mortgage Loan to be defeased, and if so, whether such Mortgage Loan Documents contain the provisions described in clauses (i) through (viii) of representation and warranty 33. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents




    	 	Exhibit QQ-62	 



    


    


 


	Representations
and 

Warranties	          	Test	Review Materials
	Loan, the
    entire principal balance outstanding on the Anticipated Repayment Date (or on or after the first date on which payment may be made
    without payment of a yield maintenance charge or prepayment premium), and if the Mortgage Loan permits partial releases of real property
    in connection with partial defeasance, the revenues from the collateral will be sufficient to pay all such scheduled payments calculated
    on a principal amount equal to a specified percentage at least equal to the lesser of (A) 110% of the allocated loan amount for the
    real property to be released and (B) the outstanding principal balance of the Mortgage Loan; (iv) the defeasance collateral is not
    permitted to be subject to prepayment, call, or early redemption; (v) the Mortgagor is required to provide a certification from an
    independent certified public accountant that the collateral is sufficient to make all scheduled payments under the Mortgage Note
    as set forth in clause (iii) above; (vi) the defeased note and the defeasance collateral are required to be assumed by a Single-Purpose
    Entity; (vii) the Mortgagor is required to provide an opinion of counsel that the Trustee has a perfected security interest in such
    collateral prior to any other claim or interest; and (viii) the Mortgagor is required to pay all rating agency fees associated with
    defeasance (if rating confirmation is a specific condition precedent thereto) and all other reasonable expenses associated with defeasance,
    including, but not limited to, accountant’s fees 	 	 	 



 


 






    	 	Exhibit QQ-63	 



    


    

 


	Representations
and 

Warranties	          	Test	Review Materials
	and
    opinions of counsel.	 	 	 
	34. Fixed Interest Rates. Each Mortgage Loan bears interest at a rate that remains fixed throughout the remaining term of such Mortgage Loan, except in the case of ARD Loans and situations where default interest is imposed.	34	Review the Mortgage Loan Documents for an indication that the loan has a fixed interest rate that remains fixed throughout the term of such Mortgage Loan, except in the case of ARD Loans and situations where default interest is imposed. If such an indication is found, it will be a Test pass.	Mortgage Loan Documents
	
    35. Ground Leases. For purposes of these representations and warranties,
    a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground
    lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the
    premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land),
    subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (“IDA”)
    or similar leases for purposes of conferring a tax abatement or other benefit.

     

    With respect to any Mortgage Loan where the Mortgage Loan is secured
by a Ground Leasehold estate in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest
in such Mortgaged Property, based upon the terms of the
	35a	Review the appraisal to determine if the Mortgage Loan is secured by a Ground Lease (as defined in representation and warranty 35), in whole or in part. If so, review the Title Policy and Mortgage Loan Documents for an indication that the related Mortgage does not also encumber the lessor’s fee interest in the Mortgaged Property. If such an indication exists, proceed to Tests 35b through 35r.	Appraisal; Title Policy; Mortgage Loan Documents
	35b	Review the Title Policy and Mortgage Loan Documents for an indication that the Ground Lease or memorandum has been recorded or submitted for recordation. If such 	Title Policy; Mortgage Loan Documents



 






    	 	Exhibit QQ-64	 



    


    

 


	Representations
and 

Warranties	          	Test	Review Materials
	Ground
                                       Lease and any estoppel or other agreement received from the ground lessor in favor of Mortgage
                                       Loan Seller, its successors and assigns (collectively, the “Ground Lease and Related
                                       Documents”), Mortgage Loan Seller represents and warrants that:


 


(A)       The
Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable
for recording in the applicable jurisdiction. The Ground Lease and Related Documents permit the interest of the lessee to be encumbered
by the related Mortgage and do not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a
manner that would materially adversely affect the security provided by the related Mortgage. No material change in the terms of the Ground
Lease had occurred since the origination of the Mortgage Loan, except by any written instruments which are included in the related Mortgage
File;


 


(B)       The
lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease and Related Documents)
that the Ground Lease may not be amended, modified, canceled or terminated by agreement of lessor and lessee without the prior written
consent of the Mortgagee;


 


(C)       The
Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all

	 	indication
    is found, it will be a Test pass.	 
	35c	Review the Ground Lease and Related Documents for an indication that the interest of the lessee is permitted to be encumbered by the Mortgage and does not restrict the use of the Mortgaged Property by such lessee, its successors or assigns in a manner that would adversely affect the security provided by the Mortgage. If such indication is found, it will be a Test pass.	Ground Lease and Related Documents
	35d	Review the MS Servicer Notices for notation that, as of the Closing Date, there was a material change in the terms of the Ground Lease since the origination of the Mortgage Loan. If no such notation is found, it will be a Test pass. If such notation is found, review the Mortgage File for a modification agreement or other such instrument is in the Mortgage File. If the modification agreement or instrument is in the Mortgage File, it will be a Test pass.	MS Servicer Notices; Mortgage File
	35e	Review the Ground

                                                                                 

                                                                                 

                                                                                 

                                                                                 
	Ground Lease and Related Documents



 






    	 	Exhibit QQ-65	 



    


    

 


	Representations
and 

Warranties	          	Test	Review Materials
	circumstances, may be exercised, and will be enforceable, by either the
Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past
the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an
actual 360 basis, substantially amortizes);


 


(D)       The Ground Lease
either (i) is not subject to any interests, estates, liens or encumbrances superior to, or of equal priority with, the Mortgage, except
for the related fee interest of the ground lessor and the Permitted Encumbrances and Title Exceptions; or (ii) is the subject of a subordination,
non-disturbance or attornment agreement or similar agreement to which the Mortgagee on the lessor’s fee interest is subject;


 


(E)       Subject to the
notice requirements of the Ground Lease and Related Documents, the Ground Lease does not place commercially unreasonable restrictions
on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns
without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required in accordance with
the Ground Lease or, if such consent is required it either has been obtained or cannot be unreasonably withheld, provided that such Ground
Lease has not been terminated and all amounts due thereunder

	 	Lease
    and Related Documents for a provision that the Ground Lease may not be amended, modified, canceled or terminated without the prior
    written consent of the Mortgagee and that any such action without such consent is not binding on the Mortgagee. If such a provision
    is found, it will be a Test pass.	 
	35f	Review the Ground Lease and Related Documents for an indication that it has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or ten years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes). If such an indication is found, it will be a 

                                                                                 

                                                                                 
	Ground Lease and Related Documents



 






    	 	Exhibit QQ-66	 



    


    

 


	Representations
and 

Warranties	          	Test	Review Materials
	have been paid), and in the event it is so assigned, it is further assignable
by the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor (provided that proper notice
is delivered to the extent required in accordance with the Ground Lease or, if such consent is required it either has been obtained or
cannot be unreasonably withheld, provided that such Ground Lease has not been terminated and all amounts due thereunder have been paid);


 


(F)       The Mortgage
Loan Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Mortgage
Loan Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time
or giving of notice, would result in a material default under the terms of such Ground Lease and to the Mortgage Loan Seller’s knowledge,
such Ground Lease is in full force and effect as of the Closing Date;


 


(G)       The Ground Lease
and Related Documents require the lessor to give to the Mortgagee written notice of any default, provided that no notice of default or
termination is effective against the Mortgagee unless such notice is given to the Mortgagee;


 


(H)       A Mortgagee
is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under
the Ground

	 	Test
    pass.	 
	35g	Review the Title Policy for an indication that the Ground Lease is either (i) is not subject to any interests, estates, liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances and Title Exceptions, or (ii) is the subject of a subordination, non-disturbance or attornment agreement or similar agreement to which the Mortgagee on the lessor’s fee interest is subject. If either indication is found, it will be a Test pass.	Title Policy; SNDA
	35h	Review
    the Ground Lease and Related Documents for an indication that the Ground Lease does not place commercially unreasonable restrictions
    on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns
    without the consent of the lessor thereunder (provided that	Ground Lease and Related Documents



 






    	 	Exhibit QQ-67	 



    


    

 


	Representations
and 

Warranties	          	Test	Review Materials
	Lease through legal proceedings)
        to cure any default under the Ground Lease which is curable after the Mortgagee’s receipt of notice of any default before
        the lessor may terminate the Ground Lease;


 


(I)       The
Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by the Mortgage Loan Seller
in connection with the origination of similar commercial or multifamily loans intended for securitization;


 


(J)       Under
the terms of the Ground Lease and Related Documents, any related insurance proceeds or the portion of the condemnation award allocable
to the ground lessee’s interest (other than in respect of a total or substantially total loss or taking as addressed in subpart
(k)) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds
are in excess of the threshold amount specified in the related Mortgage Loan documents) the Mortgagee or a trustee appointed by it having
the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance
of the Mortgage Loan, together with any accrued interest;


 


(K)       In
the case of a total or substantially total taking or loss, under the terms of the Ground Lease and Related Documents, any related insurance
proceeds, or portion
	 	proper notice is delivered to the extent required in accordance with the Ground Lease or, if such consent is required it either has
    been obtained or cannot be unreasonably withheld, provided that such Ground Lease has not been terminated an all amounts due
    thereunder have been paid). If such indication is found, it will be a Test pass.	 
	35i	Review the Ground Lease and Related Documents for an indication that in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor (provided that proper notice is delivered to the extent required in accordance with the Ground Lease or, if such consent is required it either has been obtained or cannot be unreasonably withheld, provided that such Ground Lease has not been terminated an all amounts due thereunder have been paid). If such indication is found, it will be a Test pass.	Ground Lease and Related Documents



 






    	 	Exhibit QQ-68	 



    


    

 


	Representations
and 

Warranties	          	Test	Review Materials
	of the condemnation award allocable to ground lessee’s interest in
respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will
be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and


 


(L)       Provided
that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with
the Mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding.

	35j	Review the MS Servicer Notices for notation that the Mortgage Loan Seller has received any written notice of material default under or notice of termination of such Ground Lease. If no such notation is found, it will be a Test pass.	MS Servicer Notices
	35k	Review the MS Servicer Notices for notation that to the Mortgage Loan Seller’s knowledge, there is a material default under such Ground Lease or condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease. If no such notation is found, it will be a Test pass.	MS Servicer Notices
	35l	Review the MS Servicer Notices for a notation that to the Mortgage Loan Seller’s knowledge, such Ground Lease was not in full force and effect as of the Closing Date. If no such notation is found, it will be a Test pass.	MS Servicer Notices
	35m	Review
    the Ground Lease and Related Documents for provisions that the lessor is required to give to the Mortgagee written notice of any	Ground
    Lease and Related Documents




    	 	Exhibit QQ-69	 



    


    


 


	Representations
and 

Warranties	          	Test	Review Materials
	 		default, provided that no notice of default or termination is effective against the Mortgagee unless such notice is given to the Mortgagee. If such provisions are found, it will be a Test pass.	
	35n	Review the Ground Lease and Related Documents for provisions that the Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the Mortgagee’s receipt of notice of any default before the lessor may terminate the Ground Lease. If such provisions are found, it will be a Test pass.	Ground Lease and Related Documents
	35o	Review the Ground Lease for provisions that impose any commercially unreasonable restrictions on subletting in connection with the origination of similar commercial 	Ground Lease




    	 	Exhibit QQ-70	 



    


    


 


	Representations
and 

Warranties	          	Test	Review Materials
	 	 	or
    multifamily loans intended for securitization. If no such provisions are found, it will be a Test pass.	 
	35p	Review the Ground Lease and Related Documents and the Mortgage Loan Documents for an indication that any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than in respect of a total or substantially total loss or taking as addressed in subpart (34k)) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan Documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest. If such indications are 	Ground Lease and Related Documents; Mortgage Loan Documents




    	 	Exhibit QQ-71	 



    


    


 


	Representations
and 

Warranties	          	Test	Review Materials
	 	 	found,
    it will be a Test pass.	 
	35q	Review the Ground Lease and Related Documents and the  Mortgage Loan Documents for an indication that, in the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest. If such an indication is found, it will be a Test pass.	Ground Lease and Related Documents; Mortgage Loan Documents
	35r	Review
    the Ground Lease and Related Documents for provisions that, provided that the Mortgagee cures any defaults which are susceptible
    to being cured, the	Ground
    Lease and Related Documents




    	 	Exhibit QQ-72	 



    


    


 


	Representations
and 

Warranties	          	Test	Review Materials
	 		 ground lessor has agreed to enter into a new lease with the Mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding. If such provisions are found, it will be a Test pass.	
	36. Servicing. The servicing and collection practices used by the Mortgage Loan Seller with respect to the Mortgage Loan have been, in all respects legal and have met with customary industry standards for servicing of commercial loans for conduit loan programs. 	36	Review the MS Servicer Notices for a notation or other indication of any claims or assertions to the effect that the servicing and collection practices used by the Mortgage Loan Seller with respect to the Mortgage Loan was not in all material respects legal, or in accordance with customary industry standards for servicing of commercial loans for conduit loan programs. If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	37.
    Origination and Underwriting. The origination practices of the Mortgage Loan Seller (or the related originator if the Mortgage
    Loan Seller was not the originator) with respect to each Mortgage Loan have been, in all material respects, legal and as of the date
    of its origination, such Mortgage Loan and the	37	Review
    the MS Servicer Notices for notation to the effect that the origination practices of the Mortgage Loan Seller (or the related originator
    if the Mortgage Loan Seller was not the	MS
    Servicer Notices




    	 	Exhibit QQ-73	 



    


    

 


	Representations
and 

Warranties	          	Test	Review Materials
	origination
    thereof complied in all material respects with, or was exempt from, all requirements of federal, state or local law relating to the
    origination of such Mortgage Loan; provided that such representation and warranty does not address or otherwise cover any matters
    with respect to federal, state or local law otherwise covered in Exhibit C to the applicable Mortgage Loan Purchase Agreement.		originator)
    with respect to each Mortgage Loan have not been, in all material respects, legal and as of the date of its origination, such Mortgage
    Loan, or the origination thereof did not comply in all material respects with, or was exempt from, all requirements of federal, state
    or local law relating to the origination of such Mortgage Loan; provided that representation and warranty 37 does not address or
    otherwise cover any matters with respect to federal, state or local law otherwise covered in Exhibit C to the applicable Mortgage
    Loan Purchase Agreement. If no such notation is found, it will be a Test pass.	
	38. No Material Default; Payment Record. No Mortgage Loan has been more than 30 days delinquent, without giving effect to any grace or cure period, in making required payments in the prior 12 months (or since origination if such Mortgage Loan has been originated within the past 12 months), and as of Cut-off Date, no Mortgage Loan is delinquent (beyond any applicable grace or cure period) in making required payments.  To the Mortgage Loan Seller’s 	38a	Review the MS Servicer Notices for notation that (i) the Mortgage Loan has been more than 30 days delinquent, giving effect to any grace or cure period, in making required payments in the prior 12 months (or since origination if such Mortgage Loan has been originated within the past 12 	MS Servicer Notices



 









    	 	Exhibit QQ-74	 



    


    

 


	Representations
and 

Warranties	          	Test	Review Materials
	knowledge,
    there is (a) no material default, breach, violation or event of acceleration existing under the related Mortgage Loan, or (b) no
    event (other than payments due but not yet delinquent) which, with the passage of time or with notice and the expiration of any grace
    or cure period, would constitute a material default, breach, violation or event of acceleration, which default, breach, violation
    or event of acceleration, in the case of either clause (a) or clause (b), materially and adversely affects the value of the Mortgage
    Loan or the value, use or operation of the related Mortgaged Property; provided, however, that this representation and warranty does
    not cover any default, breach, violation or event of acceleration that specifically pertains to or arises out of an exception scheduled
    to any other representation and warranty made by the Mortgage Loan Seller in Exhibit C to the applicable Mortgage Loan Purchase Agreement.  No
    person other than the holder of such Mortgage Loan may declare any event of default under the Mortgage Loan or accelerate any indebtedness
    under the Mortgage Loan documents.	 

                                                                                 
	months),
    or (ii) the Mortgage Loan was delinquent beyond any applicable grace or cure periods as of the Cut-off Date. If no such notation
    is found, it will be a Test pass.	
	38b	Review the MS Servicer Notices for notation of the Mortgage Loan Seller’s knowledge of (a) a material default, breach, violation or event of acceleration existing under the related Mortgage Loan, or (b) an event (other than payments due but not yet delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration, which default, breach, violation or event of acceleration in the case of either clause (a) or clause (b), materially and adversely affects the value of the Mortgage Loan or the value, use or operation of the related Mortgaged Property. If no such notation is found, it will be a Test pass.	MS Servicer Notices
	39. Bankruptcy. As of the date 	39	Review the 	Lexis/Nexis (or comparable) search; MS Servicer Notices




    	 	Exhibit QQ-75	 



    


    

 


	Representations
and 

Warranties	          	Test	Review Materials
	of origination
of the related Mortgage Loan and to the Mortgage Loan Seller’s knowledge as of the Cut-off Date, neither the Mortgaged Property
(other than any tenants of such Mortgaged Property), nor any portion thereof, is the subject of, and no Mortgagor, guarantor or tenant
occupying a single-tenant property is a debtor in state or federal bankruptcy, insolvency or similar proceeding.		Lexis/Nexis (or comparable search) and the MS Servicer Notices for an indication that the Mortgaged Property (other than any tenants of such Mortgaged Property), or any portion thereof, was the subject of, or a Mortgagor, guarantor or tenant occupying a single-tenant property was a debtor in, a state or federal bankruptcy, insolvency or similar proceeding. If no such indication or notation is found, it will be a Test pass.	
	40. Organization of Mortgagor. With respect to each Mortgage Loan, in reliance on certified copies of the organizational documents of the Mortgagor delivered by the Mortgagor in connection with the origination of such Mortgage Loan, the Mortgagor is an entity organized under the laws of a state of the United States of America, the District of Columbia or the Commonwealth of Puerto Rico.  Except with respect to any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan and other than as set forth on Exhibit C-32-4 to the related Mortgage Loan Purchase Agreement, no Mortgage Loan has a Mortgagor that is an Affiliate of a Mortgagor with respect to another Mortgage Loan.  An “Affiliate” for purposes of this representation and warranty 40 	40a	Review the Diligence File to determine if it includes certified copies of the organizational documents of the Mortgagor indicating that the Mortgagor is an entity organized under the laws of a state of the United States of America, the District of Columbia or the Commonwealth of Puerto Rico. If such indication is found, it will be a Test pass. 	Diligence File
	40b	Review the Diligence File for an indication that, except with respect to any Mortgage Loan that is cross-collateralized and

                                                                                 

                                                                                 
	Diligence File



 





 





 



    	 	Exhibit QQ-76	 



    


    

 


	Representations
and 

Warranties	          	Test	Review Materials
	 means, a Mortgagor that is under direct or indirect common ownership and control with another Mortgagor.		cross-defaulted with another Mortgage Loan and other than as set forth on Exhibit C-32-4 to the related Mortgage Loan Purchase Agreement, no Mortgage Loan has a Mortgagor that is an affiliate of another Mortgagor under another Mortgage Loan. If such an indication is found, it will be a Test pass.	
	41. Environmental Conditions. A Phase I environmental site assessment (or update of a previous Phase I and or Phase II environmental site assessment) and, with respect to certain Mortgage Loans, a Phase II environmental site assessment (collectively, an “ESA”) meeting ASTM requirements conducted by a reputable environmental consultant in connection with such Mortgage Loan within 12 months prior to its origination date (or an update of a previous ESA was prepared), and such ESA (i) did not identify the existence of recognized environmental conditions (as such term is defined in ASTM E1527-13 or its successor, hereinafter “Environmental Condition”) at the related Mortgaged Property or the need for further investigation, or (ii) if the existence of an Environmental Condition or need for further investigation was indicated in any such ESA, then at least one of the following statements is true: (A) an amount reasonably estimated by a reputable environmental consultant to be 	41a	Review the Diligence File to determine if an ESA (as defined in representation and warranty 41) is included. If so, review the ESA for an indication that it was conducted within 12 months prior to the origination date of the Mortgage Loan. If such an indication is found, it will be a Test pass.	Diligence File; ESA
	41b	Review the ESA for an indication that it identified (i) the existence of a recognized environmental condition at the related Mortgaged Property or (ii) the need for further investigation. If no such indication is found, it will be a Test pass.	ESA
	41c	Review the ESA for an indication that it identified (i) 	ESA; Escrow Statements; Loan Documents; Diligence File





 



    	 	Exhibit QQ-77	 



    


    




	Representations
and 

Warranties	          	Test	Review Materials
	sufficient to cover the estimated
cost to cure any material noncompliance with applicable Environmental Laws or the Environmental Condition has been escrowed by the related
Mortgagor and is held or controlled by the related Mortgagee; (B) if the only Environmental Condition relates to the presence of asbestos-containing
materials, radon in indoor air, lead based paint or lead in drinking water, the only recommended action in the ESA is the institution
of such a plan, an operations or maintenance plan has been required to be instituted by the related Mortgagor that can reasonably be
expected to mitigate the identified risk; (C) the Environmental Condition identified in the related environmental report was remediated
or abated in all material respects prior to the date hereof, and, if and as appropriate, a no further action or closure letter was obtained
from the applicable governmental regulatory authority (or the environmental issue affecting the related Mortgaged Property was otherwise
listed by such governmental authority as “closed” or a reputable environmental consultant has concluded that no further action
is required); (D) an environmental policy or a lender’s pollution legal liability insurance policy that covers liability for the
identified circumstance or condition was obtained from an insurer rated no less than “A-” (or the equivalent) by Moody’s
Investors Services, Inc., S&P Global Ratings, acting through Standard & Poor’s Financial Services LLC, Fitch Ratings, 		the existence of a recognized environmental condition at the related Mortgaged Property or (ii) the need for further investigation. If such an indication is found, the following test procedures (subparts 41c-1 through 41c-6) will be performed. If any of the subparts indications are found, it will be a Test pass.	
		1.    Review escrow statements for an indication that an amount reasonably estimated by a reputable environmental consultant to be sufficient to cover the estimated cost to cure any material noncompliance with applicable environmental laws or the environmental condition has been escrowed by the Mortgagor and is held by the related Mortgagee.	Escrow statements
		2.  Review the ESA for an indication that if the only Environmental Condition relates to the presence of asbestos-containing materials, radon in indoor air or lead based paint or lead in drinking water,	 ESA







    	 	Exhibit QQ-78	 



    


    

 




	Representations
and 

Warranties	          	Test	Review Materials
	Inc.
and/or A.M. Best Company; (E) a party not related to the Mortgagor was identified as the responsible party for such condition or circumstance
and such responsible party has financial resources reasonably estimated to be adequate to address the situation; or (F) a party related
to the Mortgagor having financial resources reasonably estimated to be adequate to address the situation is required to take action.  To
the Mortgage Loan Seller’s knowledge, except as set forth in the ESA, there is no Environmental Condition (as such term is defined
in ASTM E1527-13 or its successor) at the related Mortgaged Property.		 the only recommended action in the ESA is the institution of such a plan, and if so, a review of the Loan Documents indicates that an operations or maintenance plan has been required to be instituted by the related Mortgagor that, based on the ESA, can reasonably be expected to mitigate the identified risk.	
		3.  Review the Diligence File for an indication that any Environmental Condition identified in the ESA was remediated or abated in all material respects prior to the Cut-off Date, as evidenced by a no further action or closure letter that was obtained from the applicable governmental regulatory authority, or a reputable environmental consultant has concluded that no further action is required.	Diligence File
		4.  Review the insurance coverage review documents for an indication that an environmental policy or a lender’s pollution legal 	Insurance coverage review documents




    	 	Exhibit QQ-79	 



    


    

 


	Representations
and 

Warranties	          	Test	Review Materials
	 	 	liability
insurance policy that covers liability for the identified circumstance or condition was obtained from an insurer rated no less than A-
(or the equivalent) by Moody’s Investors Services, Inc., S&P Global Ratings, Fitch Ratings, Inc. and/or A.M. Best Company.	
	 	5.  Review the Diligence File for an indication that a party not related to the Mortgagor was identified as the responsible party for such condition or circumstance and such responsible party has financial resources considered by the Mortgage Loan Seller to be adequate to address the situation.	Diligence File
	 	6. Review the Diligence File for an indication that a party related to the Mortgagor having financial resources estimated by the Mortgage Loan Seller to be adequate to address the situation is required to take action.	Diligence File
	41d	Review the MS Servicer Notices for notation of the Mortgage Loan Seller’s knowledge of any 	MS Servicer Notices; ESA




    	 	Exhibit QQ-80	 



    


    

 


	Representations
and 

Warranties	          	Test	Review Materials
	 		environmental condition at the Mortgaged Property other than any set forth in the ESA. If no such notation is found, it will be a Test pass.	
	42. Appraisal. The Mortgage File contains an appraisal of the related Mortgaged Property with an appraisal date within 6 months of the Mortgage Loan origination date, and within 12 months of the Cut-off Date.  The appraisal is signed by an appraiser that (i) is a Member of the Appraisal Institute, and (ii) to the Mortgage Loan Seller’s knowledge, had no interest, direct or indirect, in the Mortgaged Property or the Mortgagor or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of the Mortgage Loan.  Each appraiser has represented in such appraisal or in a supplemental letter that the appraisal satisfies the requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation. Each appraisal contains a statement or is accomplished by a letter from the appraiser, to the effect that the appraisal was performed in accordance with the requirement of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as in effect on the date such Mortgage Loan was originated. 	42a	Review the appraisal to determine if it was dated within 6 months of the Mortgage Loan origination date and within 12 month of the Cut-off Date. If so determined, it will be a Test pass.	Appraisal
	42b	Review the appraisal to determine if it includes an appraiser’s certification or supplemental letter that indicates that the appraiser had no interest, direct or indirect, in the Mortgagor, the Mortgaged Property or any loan made on the security of the Mortgaged Property. If so determined, it will be a Test pass.	Appraisal
	42c	Review the appraisal to determine if it signed by an appraiser that is a Member of the Appraisal Institute, that the Mortgage Loan Seller had knowledge that the signing appraiser had no interest, direct or indirect, 	Appraisal




    	 	Exhibit QQ-81	 



    


    

 


	Representations
and 

Warranties	          	Test	Review Materials
	 		in the Mortgaged Property or the Mortgagor or in any loan made on the security thereof, and that the appraiser’s compensation is not affected by the approval or disapproval of the Mortgage Loan. If so determined, it will be a Test pass.	
	42d	Review the appraisal to determine if it includes documentation in the appraisal or a letter that the appraisal satisfies the requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation. If so determined, it will be a Test pass.	Appraisal
	42e	Review the appraisal or a letter from the appraiser for a statement that the appraisal was performed in accordance with the requirement of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as in effect on the date such Mortgage Loan was originated. If so determined, it will be a Test pass.	Appraisal




    	 	Exhibit QQ-82	 



    


    

 


 


	Representations
and 

Warranties	          	Test	Review Materials
	43. Mortgage Loan Schedule. The information pertaining to each Mortgage Loan which is set forth in the Mortgage Loan Schedule attached as an exhibit to the related Mortgage Loan Purchase Agreement is true and correct in all material respects as of the Cut-off Date and contains all information required by the Pooling and Servicing Agreement to be contained therein.	43a	Review the Mortgage Loan Schedule attached as an exhibit to the related Mortgage Loan Purchase Agreement and compare it to the corresponding information in (i) Annex A to the final prospectus (ii) Mortgage Loan Documents, (iii) Pooling and Servicing Agreement, and (iv) asset summary report to determine if there are discrepancies between the documents.  If there are no such discrepancies, it will be a Test pass.	Mortgage Loan Schedule; Annex A to final prospectus; Mortgage Loan Documents; Pooling and Servicing Agreement; Asset summary report
	43b	Compare the information in the Mortgage Loan Schedule to the requirements of the Pooling and Servicing Agreement to determine if they match. If there are no discrepancies, it will be a Test pass.	Mortgage Loan Schedule; Pooling and Servicing Agreement
	44. Cross-Collateralization. No Mortgage Loan is cross-collateralized or cross-defaulted with any other mortgage loan that is outside the Mortgage Pool, except in the case of a Mortgage Loan that is part of a Whole Loan.	44	Except with respect to a Mortgage Loan that is part of a Whole Loan, review the Mortgage Loan Documents to determine if the Mortgage Loan is cross-collateralized or cross-defaulted with any other Mortgage Loan that is outside the Mortgage Pool. If	Mortgage Loan Documents



 



    	 	Exhibit QQ-83	 



    


    




	Representations
and 

Warranties	          	Test	Review Materials
			 not so determined, it will be a Test pass.	
	45. Advance of Funds by the Mortgage Loan Seller. Except for loan proceeds advanced at the time of loan origination or other payments contemplated by the Mortgage Loan documents, no advance of funds has been made by the Mortgage Loan Seller to the related Mortgagor, and no funds have been received from any person other than the related Mortgagor or an affiliate, directly, or, to the knowledge of the Mortgage Loan Seller, indirectly for, or on account of, payments due on the Mortgage Loan.  Neither the Mortgage Loan Seller nor any affiliate thereof has any obligation to make any capital contribution to any Mortgagor under a Mortgage Loan, other than contributions made on or prior to the date hereof.	45a	Review the MS Servicer Notices for a notation or other indication that an advancement of funds (other than loan proceeds advanced at the time of loan origination) had been made by the Mortgage Loan Seller to the related Mortgagor, or that funds have been received from any person other than the related Mortgagor or an Affiliate, directly, indirectly for, or on account of, payments due on the Mortgage Loan. If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	45b	Review the Mortgage Loan Documents to determine if the Mortgage Loan Seller, or an Affiliate, has an obligation to make any capital contribution to the Mortgagor under a Mortgage Loan, other than contributions made on or prior to the Closing Date. If not so determined, it will be a Test pass.	Mortgage Loan Documents
	46. Compliance with
Anti-	46	Review the MS 	MS Servicer Notices




    	 	Exhibit QQ-84	 



    


    

 


	Representations
and 

Warranties	          	Test	Review Materials
	Money
Laundering Laws. The Mortgage Loan Seller has complied in all material respects with all applicable anti-money laundering laws and
regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan. 		 Servicer Notices for a notation or other indication of any claim or assertion that the Mortgage Loan Seller did not comply with its internal procedures with respect to all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 in connection with the origination of any Mortgage Loan. If such a notation or other indication is not found, it will be a Test pass.	


 


 




    	 	Exhibit QQ-85	 



    


    

EXHIBIT RR


FORM OF CERTIFICATION TO
CERTIFICATE ADMINISTRATOR REQUESTING ACCESS TO SECURE DATA ROOM


 


Computershare Trust Company, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) – BBCMS Mortgage Trust 2022-C17


Email: trustadministrationgroup@wellsfargo.com


		Attention:	BBCMS Mortgage Trust 2022-C17, Commercial Mortgage Pass-Through Certificates, Series
2022-C17



 


In accordance with the requirements
for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement, dated and effective as of September 1, 2022
(the “Pooling and Servicing Agreement”), between Barclays Commercial Mortgage Securities LLC, as Depositor, KeyBank
National Association, as Master Servicer, Argentic Services Company LP, as Special Servicer, KeyBank National Association, as Park West
Village Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the
certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


		1.	The undersigned is [an authorized representative of the Asset Representations Reviewer][an
authorized representative of the Depositor][a designee of the Depositor].






		2.	The undersigned acknowledges and agrees that (a) access to the Secure Data Room
is being granted to it solely for purposes of the undersigned carrying out its obligations under the Pooling and Servicing Agreement (b)
it will not disseminate or otherwise make information contained on the Secure Data Room available to any other person except in accordance
with the Pooling and Servicing Agreement or otherwise with the written consent of the Depositor and (c) it will only access information
relating to the Mortgage Loans to which the Asset Review relates.



 


		3.	The undersigned agrees that each time it accesses the Secure Data Room, the undersigned
is deemed to have recertified that the representations above remains true and correct.



 




    	 	Exhibit RR-1	 



     


    

		4.	[The undersigned is not a Certificateholder, a beneficial owner or a prospective
purchaser of any Certificate.]*



BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto
by its duly authorized signatory, as of the date certified.


 


	 	 	 
	 	[NAME OF PARTY],

                                                                

	 	as [role]
	 	 	 
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:



Dated: _______


	 	 	 
	[Barclays Commercial Mortgage Securities LLC, as Depositor]*
	 	 	 
	 	 	 
	By: 	 	 
	 	[Name]	 
	 	[Title]	 



 


 





 






	*     Required to the extent that a party other than the Asset Representations Reviewer is identified by the Depositor as needing access to
the Secure Data Room.



 




    	 	Exhibit RR-2	 



     


    

EXHIBIT SS


FORM OF NOTICE OF [ADDITIONAL DELINQUENT
LOAN][CESSATION OF DELINQUENT LOAN][CESSATION OF ASSET REVIEW TRIGGER]


[Date]


	KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael Tilden

Email: Michael_a_tilden@keybank.com	
    Pentalpha Surveillance LLC

    501 John James Audubon Parkway, Suite 401

    Amherst, New York 14228

    Attention: BBCMS 2022-C17 Transaction 

Manager

    With a copy sent via email to: notices@pentalphasurveillance.com (with 

BBCMS 2022-C17 in the subject line)

	 	 
	
    Argentic Services Company LP

    500 North Central Expressway, Suite 261

    Plano, Texas 75074

    Attention: Andrew Hundertmark

    Email: ahundertmark@argenticservices.com
	KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Alan Williams

Email: keybank_notices@keybank.com
	 	 


		Attention:	BBCMS Mortgage Trust 2022-C17, Commercial Mortgage Pass-Through Certificates, Series
2022-C17



In accordance with Section
12.01(a) of the Pooling and Servicing Agreement, dated and effective as of September 1, 2022 (the “Pooling and Servicing Agreement”),
between Barclays Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master Servicer, Argentic Services
Company LP, as Special Servicer, KeyBank National Association, as Park West Village Special Servicer, Computershare Trust Company, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating
Advisor and as Asset Representations Reviewer, the Certificate Administrator hereby notifies you that as of [RELATED DISTRIBUTION DATE]:


		1.	_____ An additional Mortgage Loan has become a Delinquent Loan.






		2.	_____ A Mortgage Loan has ceased to be a Delinquent Loan.



 


		3.	_____An Asset Review Trigger has ceased to exist.



(check all that apply)


Capitalized terms used
but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.




    	 	Exhibit SS-1	 



     


    

	 	 	 
	 	COMPUTERSHARE TRUST COMPANY,

                                                                

	 	 	NATIONAL
ASSOCIATION, as Certificate
	 	 	Administrator for the Holders of the
	 	 	 BBCMS Mortgage Trust 2022-C17,
	 	 	Commercial
Mortgage Pass-Through
	 	 	Certificates, Series 2022-C17
	 	 	 
	 	 	 
	 	By: 	 
	 	 	[Name]
	 	 	[Title]



 




    	 	Exhibit SS-2	 



     


    

EXHIBIT TT




FORM OF CERTIFICATE ADMINISTRATOR RECEIPT OF THE CLASS PWV-RR CERTIFICATES


[Date]


	Barclays Commercial Mortgage Securities 

LLC

745 Seventh Avenue 

New York, New York 10019

Attention:  Daniel Vinson

daniel.vinson@barclays.com	
    [CLASS PWV-RR CERTIFICATE HOLDER]

     

    [OR SUBSEQUENT TRANSFEREE]

	 	 


 


		Re:	BBCMS Mortgage Trust 2022-C17, Commercial Mortgage Pass-Through Certificates, Series 2022-C17



In accordance with Section
[5.02(e)][5.03(i)] of the Pooling and Servicing Agreement, dated and effective as of September 1, 2022 (the “Agreement”),
the Certificate Administrator, as custodian, hereby acknowledges receipt of $[__] of the Class PWV-RR Certificates in the form of Definitive
Certificates (CUSIP No. [__]) in the amount of $[____] as defined in the Agreement, for the benefit of [____]. A copy of the Class PWV-RR
Certificates is attached as Exhibit A. Payments on the Class PWV-RR Certificates will be made to the registered holder thereto in accordance
with the Agreement.


Capitalized terms used but
not defined herein shall the respective meanings set forth in the Agreement.


	 	 	 
	 	COMPUTERSHARE TRUST COMPANY,

                                                                

	 	 	NATIONAL
ASSOCIATION,
	 	 	not in its individual capacity
	 	 	but solely as Certificate Administrator
	 	 	 
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 



    	 	Exhibit TT-1	 



     


    


SCHEDULE 1


Mortgage
Loans with Additional SECURED Debt


 


		1.	Park West Village



		2.	A&R Hospitality Portfolio



		3.	Hamilton Portfolio



		4.	Autokiniton Industrial Portfolio



		5.	3075 Olcott



		6.	Bell Works



		7.	KB Portfolio



		8.	Saks Fulfillment Center



		9.	Crossgates Commons



		10.	Yorkshire & Lexington Towers



		11.	39 Broadway



		12.	3455 Veterans Memorial Highway



		13.	The Shoppes at Eagle Point



 




    	 	Schedule 1-1	 



     


    


SCHEDULE 2


CLass
A-SB Planned Principal Balance Schedule


See Annex E to the Prospectus.


 




    	 	Schedule 2-1	 



     


    


SCHEDULE 3


Mortgage
Loans With “Performance”, “Earn-out” or “Holdback” Escrows or Reserves


 


	Mortgage Loan No.	Mortgage Loan Name	Reserve Type	Applicable Escrow or Reserve (Initial Amount)
	7	Green Valley Corporate Center	TI/LC Reserve	$3,000,000
	7	Green Valley Corporate Center	Unfunded Obligations	$2,428,521
	7	Green Valley Corporate Center	Rent Concession	$1,011,719
	14	KB Portfolio	TI/LC	$4,500,000
	24	Courtyard Sandestin	Room Renovations Reserve	$3,480,000
	26	MHP Portfolio	Eastwood Holdback Reserve	$752,993.59
	27	Residence Inn Sandestin	Room Renovations Reserve	$2,380,000
	37	Hampton Inn & Suites Birmingham	PIP Reserve	$2,312,000


 


 



    	 	Schedule 3-1